As filed with the U.S. Securities and Exchange
Commission on January 23, 2024
Registration
No. 333-276560
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT
NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY
RECEIPTS
ITAÚ UNIBANCO
HOLDING S.A.
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
383 Madison Avenue, Floor 11
New York, New York 10179
Telephone: +1-800- 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
Itaú Unibanco S.A., Miami Branch
200 South Biscayne Boulevard, 22nd
floor
Miami, Florida 33131
Telephone: +1-305-579-9766
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11
New York, New York 10179
Telephone: +1-800-990-1135 |
Scott R. Saks, Esq.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
Telephone: +1-212-318-3151 |
It is proposed that this filing become effective
under Rule 466
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 (1) |
Proposed
Maximum
Aggregate Offering
Price (2) |
Amount
of
Registration Fee(3) |
American
Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one (1) preferred
share of Itaú Unibanco Holding S.A. |
1,000,000,000
American Depositary Shares |
$0.05 |
$50,000,000 |
$7,380.00 |
(1) | Each unit represents one American Depositary
Share. |
(2) | 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
American Depositary Receipts evidencing American Depositary Shares. |
(3) | Previously paid. |
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 the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of
the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A
to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6,
which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption |
|
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
|
|
|
(1) |
Name and address of Depositary |
|
Introductory paragraph and bottom of face of American Depositary Receipt |
|
|
|
|
(2) |
Title of American Depositary Receipts and identity of deposited securities |
|
Face of American Depositary Receipt, top center |
|
Terms of Deposit: |
|
|
|
(i) |
Amount of deposited securities represented by one unit of American
Depositary Shares |
|
Face of American Depositary Receipt, upper right corner |
|
(ii) |
Procedure for voting, if any, the deposited securities |
|
Paragraphs (6), (11) and (12) |
|
(iii) |
Procedure for collecting and distributing dividends |
|
Paragraphs (4), (5), (7), (10), (11), (13) and (21) |
|
(iv) |
Procedures for transmitting notices, reports and proxy soliciting
material |
|
Paragraphs (3), (8), (11) and (12) |
|
(v) |
Sale or exercise of rights |
|
Paragraphs (4), (5), (7) and (10) |
|
(vi) |
Deposit or sale of securities resulting from dividends, splits
or plans of reorganization |
|
Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21) |
|
(vii) |
Amendment, extension or termination of the Deposit Agreement |
|
Paragraphs (15), (16) and (17) |
|
(viii) |
Rights of holders of ADRs to inspect the transfer books of
the Depositary and the list of holders of ADRs |
|
Paragraph (3) |
|
(ix) |
Restrictions upon the right to deposit or withdraw the underlying
securities |
|
Paragraphs (1), (2), (4), (5) and (6) |
|
(x) |
Limitation upon the liability of the Depositary |
|
Paragraphs (14), (17), (19) and (20) |
|
|
|
|
|
(3) |
Fees and charges that a holder of ADRs may have to pay, either directly or indirectly |
|
Paragraph (7) |
Item 2. AVAILABLE INFORMATION
Item Number and Caption |
|
Location
in Form of American Depositary
Receipt Filed Herewith as Prospectus |
|
|
|
Itaú Unibanco Holding S.A. is subject to the periodic reporting requirements
of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission.
These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities
and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public
reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C.
20549. |
|
Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of
Deposit Agreement. Form of Second Amended and Restated Deposit Agreement
among Itaú Unibanco Holding S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”)
issued thereunder (as from time to time amended, the "Deposit Agreement"), including
the Form of ADR attached as Exhibit A thereto. 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 hereby or
the custody of the deposited securities represented thereby. Not Applicable. |
| (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. Not Applicable. |
| (d) | Opinion of Norton Rose Fulbright US
LLP, counsel to the Depositary, as to the legality of the securities being registered.
Previously filed. |
| (e) | Certification under Rule 466.
Not Applicable. |
| (f) | Power of Attorney of certain officers
and directors of the Company. Not Applicable. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to
make available at the principal office of the Depositary in the United States, for inspection
by holders of the American Depositary Receipts, 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 amounts of fees charged are 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 American Depositary Receipt thirty days
before any change in the fee schedule. |
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary
(the “Depositary”) on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement (the “Deposit
Agreement”) among Itaú Unibanco Holding S.A., the Depositary and all Holders and Beneficial Owners from time to time
of American Depositary Receipts (“ADRs”) 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 January 23, 2024.
|
Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| By: | JPMORGAN CHASE BANK, N.A., solely in its
capacity as Depositary |
|
By: |
/s/
Lisa M. Hayes |
|
|
Name: Lisa M. Hayes |
|
|
Title: Vice President |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Itaú Unibanco Holding S.A. 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 São Paulo, Brazil, on January 23,
2024.
|
ITAÚ UNIBANCO HOLDING S.A. |
|
|
|
By: |
/s/
Milton Maluhy Filho |
|
|
Name: Milton Maluhy Filho |
|
|
Title: Chief Executive Officer |
|
|
|
|
By: |
/s/ Alexsandro
Broedel Lopes |
|
|
Name: Alexsandro Broedel Lopes |
|
|
Title: Chief Financial Officer |
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 capacities indicated on January 23, 2024.
SIGNATURES
Signature |
|
Title |
|
|
|
/s/ Milton Maluhy Filho |
|
Chief Executive Officer |
Milton Maluhy Filho |
|
(principal executive officer) |
|
|
|
/s/ Alexsandro Broedel Lopes |
|
Chief Financial Officer |
Alexsandro Broedel Lopes |
|
(principal financial and accounting officer) |
|
|
|
/s/ Pedro Moreira Salles |
|
Non-Executive Co-Chairman of Board of Directors |
Pedro Moreira Salles |
|
|
|
|
|
/s/ Roberto Egydio Setubal |
|
Non-Executive Co-Chairman of Board of Directors |
Roberto Egydio Setubal |
|
|
/s/ Ricardo Villela Marino |
|
Non-Executive Vice-Chairman of Board of Directors |
Ricardo Villela Marino |
|
|
|
|
|
/s/ Alfredo Egydio Setubal |
|
Non-Executive Member of Board of Directors |
Alfredo Egydio Setubal |
|
|
|
|
|
|
|
Non-Executive Member of Board of Directors |
Ana Lúcia de Mattos Barretto Villela |
|
|
|
|
|
|
|
Non-Executive Member of Board of Directors |
Candido Botelho Bracher |
|
|
|
|
|
/s/ João Moreira Salles |
|
Non-Executive Member of Board of Directors |
João Moreira Salles |
|
|
|
|
|
/s/ Cesar Nivaldo Gon |
|
Independent Member of Board of Directors |
Cesar Nivaldo Gon |
|
|
|
|
|
/s/ Fábio Colletti Barbosa |
|
Independent Member of Board of Directors |
Fábio Colletti Barbosa |
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|
|
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Independent Member of Board of Directors |
Frederico Trajano Inácio Rodrigues |
|
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/s/ Maria Helena dos Santos Fernandes de Santana |
|
Independent Member of Board of Directors |
Maria Helena dos Santos Fernandes de Santana |
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|
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Independent Member of Board of Directors |
Pedro Luiz Bodin de Moraes |
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of Itaú Unibanco Holding S.A., has signed this Registration Statement on Form F-6 in Miami, Florida, on January 23,
2024.
|
Authorized U.S. Representative |
|
|
|
By: |
Itaú Unibanco S.A., Miami Branch |
|
|
|
|
By: |
/s/
Fabiana Pascon |
|
|
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Name: Fabiana Pascon |
|
|
|
Title: General Manager |
INDEX TO EXHIBITS
Exhibit (a)
TABLE OF CONTENTS
|
|
|
Page |
PARTIES |
|
|
1 |
RECITALS |
|
|
1 |
Section 1. |
Certain
Definitions |
|
(a) |
|
ADR
Register |
1 |
(b) |
|
ADRs;
Direct Registration ADRs |
1 |
(c) |
|
ADS |
2 |
(d) |
|
Beneficial
Owner |
2 |
(e) |
|
Commission |
2 |
(f) |
|
Custodian |
2 |
(g) |
|
Deliver,
execute, issue et al |
2 |
(h) |
|
Delivery
Order |
2 |
(i) |
|
Deposited
Securities |
3 |
(j) |
|
Direct
Registration System |
3 |
(k) |
|
Holder |
3 |
(l) |
|
Removal
Notice Date |
3 |
(m) |
|
Resignation
Notice Date |
3 |
(n) |
|
Securities
Act of 1933 |
3 |
(o) |
|
Securities
Exchange Act of 1934 |
3 |
(p) |
|
Shares |
3 |
(q) |
|
Termination
Date |
3 |
(r) |
|
Transfer
Office |
4 |
(s) |
|
Withdrawal
Order |
4 |
Section 2. |
Form of
ADRs |
4 |
Section 3. |
Deposit
of Shares |
4 |
Section 4. |
Issue
of ADRs |
6 |
Section 5. |
Distributions
on Deposited Securities |
6 |
Section 6. |
Withdrawal,
Delivery and Transfer of Deposited Securities |
7 |
Section 7. |
Substitution
of ADRs |
8 |
Section 8. |
Cancellation
and Destruction of ADRs |
8 |
Section 9. |
The
Custodian |
8 |
Section 10. |
Lists
of Holders |
9 |
Section 11. |
Depositary’s
Agents |
9 |
Section 12. |
Resignation
and Removal of the Depositary; Appointment of Successor Depositary |
9 |
Section 13. |
Compliance
with Securities Exchange Act of 1934 Reporting and other Requirements; Reports |
11 |
Section 14. |
Additional
Shares |
12 |
Section 15. |
Indemnification |
12 |
Section 16. |
Notices |
14 |
Section 17. |
Counterparts |
15 |
Section 18. |
No
Third-Party Beneficiaries; Holders and Beneficial Owners as Parties; Binding Effect |
15 |
Section 19. |
Severability |
15 |
Section 20. |
Governing
Law; Consent to Jurisdiction |
16 |
Section 21. |
Agent
for Service |
17 |
Section 22. |
Waiver
of Immunities |
18 |
Section 23. |
Waiver
of Jury Trial |
18 |
Section 24. |
Amendment
and Restatement of Prior Deposit Agreement |
18 |
TESTIMONIUM |
19 |
SIGNATURES |
19 |
EXHIBIT A
|
|
|
Page |
FORM OF FACE OF ADR |
A-1 |
|
Introductory Paragraph |
A-1 |
|
(1) |
Issuance of ADSs |
A-2 |
|
(2) |
Withdrawal of Deposited Securities |
A-3 |
|
(3) |
Transfers, Split-Ups and Combinations of ADRs |
A-4 |
|
(4) |
Certain Limitations to Registration, Transfer etc. |
A-4 |
|
(5) |
Liability of Holder or Beneficial Owner for Taxes,
Duties and Other Charges |
A-5 |
|
(6) |
Disclosure of Interests |
A-7 |
|
(7) |
Charges of Depositary |
A-7 |
|
(8) |
Available Information |
A-11 |
|
(9) |
Execution |
A-11 |
|
Signature of Depositary |
A-12 |
|
Address of Depositary’s Office |
A-12 |
FORM OF REVERSE OF ADR |
A-13 |
|
(10) |
Distributions on Deposited Securities; Sales |
A-13 |
|
(11) |
Record Dates |
A-16 |
|
(12) |
Voting of Deposited Securities |
A-16 |
|
(13) |
Changes Affecting Deposited Securities |
A-18 |
|
(14) |
Exoneration |
A-19 |
|
(15) |
Resignation and Removal of Depositary; the Custodian |
A-24 |
|
(16) |
Amendment |
A-25 |
|
(17) |
Termination |
A-26 |
|
(18) |
Appointment; Acknowledgements and Agreements |
A-29 |
|
(19) |
Waiver |
A-29 |
|
(20) |
Jurisdiction |
A-30 |
|
(21) |
Elective Distributions in Cash or Shares |
A-30 |
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated
as of _____________ __, 2024 (the “Deposit Agreement”), among ITAÚ UNIBANCO HOLDING S.A., a company incorporated
under the laws of the Federative Republic of Brazil, and its successors (the “Company”), JPMORGAN CHASE BANK, N.A.,
a national banking association organized under the laws of the United States of America, as depositary hereunder (in such capacity, the
“Depositary”), and all Holders (as defined below) and Beneficial Owners (as defined below) from time to time of American
depositary receipts issued hereunder evidencing American depositary shares (“ADSs”) representing deposited Shares
(as defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities (as defined below) and hereby
authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms
used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.
WHEREAS, the Company and The Bank of New York Mellon
(the “Prior Depositary Bank”) entered into an Amended and Restated Deposit Agreement, dated as of January 6,
2020 (as previously amended, the “Prior Deposit Agreement”), for the purposes set forth therein, for the creation
of American depositary shares representing the Shares so deposited and for the execution and delivery of American depositary receipts
(“Prior Receipts”) evidencing the American depositary shares;
WHEREAS, pursuant to the terms of the Prior Deposit
Agreement, the Company has removed the Prior Depositary Bank as depositary and has appointed JPMorgan Chase Bank, N.A. as successor depositary
thereunder;
WHEREAS, pursuant to the terms of the Prior Deposit
Agreement, the Company and the Depositary wish to amend and restate the Prior Deposit Agreement and the Prior Receipts;
NOW THEREFORE, in consideration of the premises,
subject to Section 24 hereof, the parties hereto hereby amend and restate the Prior Deposit Agreement and the Prior Receipts in
their entirety as follows:
1. Certain Definitions.
(a) “ADR
Register” is defined in paragraph (3) of the form of ADR (Transfers, Split-Ups and Combinations of ADRs).
(b) “ADRs”
mean the American Depositary Receipts executed and delivered hereunder. ADRs may be either in physical certificated form or Direct Registration
ADRs (as hereinafter defined). ADRs in physical certificated form, and the terms and conditions governing the Direct Registration ADRs,
shall be substantially in the form of Exhibit A annexed hereto (the “form of ADR”). The term “Direct
Registration ADR” means an ADR, the ownership of which is recorded on the Direct Registration System. References to “ADRs”
shall include certificated ADRs and Direct Registration ADRs, unless the context otherwise requires. The form of ADR is hereby incorporated
herein and made a part hereof; the provisions of the form of ADR shall be binding upon the parties hereto.
(c) Subject
to paragraph (13) of the form of ADR (Changes Affecting Deposited Securities), each “ADS” evidenced by an ADR
represents 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 may be amended from time to time) that are on deposit with the Depositary and/or the Custodian
and a pro rata share in any other Deposited Securities, subject, in each case, to the terms of this Deposit Agreement and the ADSs. The
ADS(s)-to-Share(s) ratio is subject to amendment as provided in the form of ADR (which may give rise to fees contemplated in paragraph
(7) thereof (Charges of Depositary)).
(d) “Beneficial
Owner” means as to any ADS, any person or entity having a beneficial ownership interest in such ADS. A Beneficial Owner need
not be the Holder of the ADR evidencing such ADS. If a Beneficial Owner of ADSs is not a Holder, it must rely on the Holder of the ADR(s) evidencing
such ADSs in order to assert any rights or receive any benefits under this Deposit Agreement. The arrangements between a Beneficial Owner
of ADSs and the Holder of the corresponding ADRs may affect the Beneficial Owner’s ability to exercise any rights it may have.
(e) “Commission”
means the United States Securities and Exchange Commission.
(f) “Custodian”
means the agent or agents of the Depositary (singly or collectively, as the context requires) and any additional or substitute Custodian
appointed pursuant to Section 9.
(g) The
terms “deliver,” “execute,” “issue,” “register,” “surrender,”
“transfer” or “cancel,” when used with respect to (i) Shares shall refer, where the context
requires, to an entry or entries or an electronic transfer or transfers in an account or accounts maintained by institutions authorized
under applicable law to effect transfers of securities (which may include B3 S.A. – Brasil, Bolsa, Balcão (“B3”))
and not to the physical transfer of certificates representing the Shares and (ii) Direct Registration ADRs, shall refer to an entry
or entries or an electronic transfer or transfers in the Direct Registration System, and, when used with respect to ADRs in physical
certificated form, shall refer to the physical delivery, execution, issuance, registration, surrender, transfer or cancellation of certificates
representing the ADRs.
(h) “Delivery
Order” is defined in Section 3.
(i) “Deposited
Securities” as of any time means all Shares at such time deposited under this Deposit Agreement and any and all other Shares,
securities, property and cash at such time held by the Depositary or the Custodian in respect or in lieu of such deposited Shares and
other Shares, securities, property and cash. Deposited Securities are not intended to, and shall not, constitute proprietary assets of
the Depositary, the Custodian or their nominees. Beneficial ownership in Deposited Securities 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 such Deposited Securities.
(j) “Direct
Registration System” means the system for the uncertificated registration of ownership of securities established by The Depository
Trust Company (“DTC”) and utilized by the Depositary pursuant to which the Depositary may record the ownership of
ADRs without the issuance of a certificate, which ownership shall be evidenced by periodic statements issued by the Depositary to the
Holders entitled thereto. For purposes hereof, the Direct Registration System shall include access to the Profile Modification System
maintained by DTC, which provides for automated transfer of ownership between DTC and the Depositary.
(k) “Holder”
means the person or persons in whose name an ADR is registered on the ADR Register. For all purposes under the Deposit Agreement and
the ADRs, a Holder shall be deemed to have all requisite authority to act on behalf of any and all Beneficial Owners of the ADSs evidenced
by the ADR(s) registered in such Holder’s name.
(l) “Removal
Notice Date” means the earliest date on which the Company provided notice of removal to the Depositary pursuant to Section 12(b) of
this Deposit Agreement.
(m) “Resignation
Notice Date” means the date on which the Depositary provided notice of its resignation to the Company pursuant to Section 12(a) of
this Deposit Agreement.
(n) “Securities
Act of 1933” means the United States Securities Act of 1933, as amended.
(o) “Securities
Exchange Act of 1934” means the United States Securities Exchange Act of 1934, as amended.
(p) “Shares”
mean the preferred shares of the Company, and shall include the rights to receive Shares specified in paragraph (1) of the form
of ADR (Issuance of ADSs).
(q) “Termination
Date” means the date this Deposit Agreement is terminated in accordance with paragraph (17) of the Form of ADR (Termination),
which, for the avoidance of doubt, shall be either (i) the date fixed for termination in a notice of termination as contemplated
therein or (ii) a date determined by the Depositary in the case of a termination not requiring prior notice of termination as contemplated
in subparagraph (a)(iii) therein.
(r) “Transfer
Office” is defined in paragraph (3) of the form of ADR (Transfers, Split-Ups and Combinations of ADRs).
(s) “Withdrawal
Order” is defined in Section 6.
2. Form of ADRs.
(a) Direct
Registration ADRs. Notwithstanding anything in this Deposit Agreement or in the form of ADR to the contrary, ADSs shall be evidenced
by Direct Registration ADRs, unless certificated ADRs are specifically requested by the Holder.
(b) Certificated
ADRs. ADRs in certificated form shall be printed or otherwise reproduced at the discretion of the Depositary in accordance with its
customary practices in its American depositary receipt business, or at the request of the Company typewritten and photocopied on plain
or safety paper, and shall be substantially in the form set forth in the form of ADR, with such changes as may be required by the Depositary
or the Company to comply with their obligations hereunder, any applicable law, regulation or usage or to indicate any special limitations
or restrictions to which any particular ADRs are subject. ADRs may be issued in denominations of any number of ADSs. ADRs in certificated
form shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary (other than
an ADR issued and outstanding as of the date hereof under the terms of the Prior Deposit Agreement which has become subject to the terms
of this Deposit Agreement in all respects). ADRs in certificated form bearing the manual or facsimile signature of anyone who was at
the time of execution a duly authorized officer of the Depositary shall bind the Depositary, notwithstanding that such officer has ceased
to hold such office prior to the delivery of such ADRs.
(c) Binding
Effect. Holders of ADRs, and the Beneficial Owners of the ADSs evidenced by such ADRs, shall each be bound by the terms and conditions
of this Deposit Agreement and of the form of ADR, regardless of whether such ADRs are Direct Registration ADRs or certificated ADRs.
3. Deposit of Shares.
(a) Requirements.
In connection with the deposit of Shares hereunder, the Depositary or the Custodian may require the following in a form satisfactory
to it:
(i) a
written order (“Delivery Order”) directing the Depositary to issue to, or upon the written order of, the person or
persons designated in such order a Direct Registration ADR or ADRs evidencing the number of ADSs representing such deposited Shares;
(ii) proper
endorsements or duly executed instruments of transfer in respect of such deposited Shares;
(iii) instruments
assigning to the Depositary, the Custodian or a nominee of either any distribution on or in respect of such deposited Shares or indemnity
therefor; and
(iv) proxies
entitling the Custodian to vote such deposited Shares.
(b) Registration
of Deposited Securities. As soon as practicable after the Custodian receives Deposited Securities
pursuant to any such deposit or pursuant to paragraph (10) (Distributions on Deposited Securities) or (13) (Changes Affecting
Deposited Securities) of the form of ADR, the Custodian shall present such Deposited Securities for registration of transfer into
the name of the Depositary, the Custodian or a nominee of either, in each case for the benefit of Holders, to the extent such registration
is practicable, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain
evidence satisfactory to it of such registration. Deposited Securities shall be held by the Custodian for the account and to the order
of the Depositary for the benefit of Holders of ADRs (to the extent not prohibited by law) at such place or places and in such manner
as the Depositary shall determine. Notwithstanding anything else contained herein, in the form of ADR and/or in any outstanding ADSs,
the Depositary, the Custodian and their respective nominees are intended to be, and shall at all times during the term of this Deposit
Agreement be, the record holder(s) only of the Deposited Securities represented by the ADSs for the benefit of the Holders. The
Depositary, on its own behalf and on behalf of the Custodian and their respective nominees, disclaims any beneficial ownership interest
in the Deposited Securities held on behalf of the Holders. Upon registration of a transfer, the Depositary shall deliver the transferred
ADS to or upon the written order of the person entitled thereto.
(c) Delivery
of Deposited Securities. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly
contemplated in this Deposit Agreement. To the extent that the provisions of or governing the Shares make delivery of certificates therefor
impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including,
without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Company or an
accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and
Delivery Order referred to herein to the Custodian or the Depositary.
(d) The
Depositary, the Custodian and the Company agree to use reasonable efforts to furnish to the Brazilian Central Bank (Banco Central do
Brasil, or the “Central Bank”) and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários,
or the “CVM”) with any information or documents related to the ADRs and this Deposit Agreement, the Deposited Securities
and distributions thereon that any of those agencies or entities request be furnished, to the extent that such information and/or documents
are available to it and disclosure of such requested information and/or documents is permitted under applicable law. The Depositary and
the Custodian are hereby authorized to release such information or documents and any other information as required by local regulation,
law or regulatory body request. In the event that the Depositary or the Custodian shall be advised in writing by reputable independent
Brazilian counsel that the Depositary or the Custodian could be subject to criminal, or material, as reasonably determined by the Depositary,
civil liabilities as a result of the Company having failed to provide such information or documents reasonably available only through
the Company, the Depositary shall have the right to terminate this Deposit Agreement, upon at least thirty (30) days’ (or such
lesser period as provided in paragraph (17) (Termination) of the form of ADR) prior written notice to the Holders and the Company.
The effect of any such termination of this Deposit Agreement shall be as provided in paragraph (17) of the form of ADR.
4. Issue of ADRs. At the request, risk
and expense of the person depositing Shares or rights to receive Shares, the Depositary may accept such Shares and/or deposits for forwarding
to the Custodian and may deliver ADRs at a place other than its office. After any such deposit of Shares, the Custodian shall notify
the Depositary of such deposit and of the information contained in any related Delivery Order by letter, first class airmail postage
prepaid, or by SWIFT, facsimile transmission or any other method of communication as may be agreed by the Custodian and the Depositary.
After receiving such notice from the Custodian, the Depositary, subject to this Deposit Agreement, shall properly issue at the Transfer
Office, to or upon the order of any person named in such notice, an ADR or ADRs registered as requested and evidencing the aggregate
ADSs to which such person is entitled.
5. Distributions on Deposited Securities.
To the extent that the Depositary determines in its discretion that any distribution pursuant to paragraph (10) of the form of ADR
(Distributions on Deposited Securities) would not be permissible by applicable law, rule or regulation, or is not otherwise
practicable with respect to any or all Holders, the Depositary may in its discretion make such distribution as it so deems permissible
and practicable, including the distribution of some or all of any Cash (as defined in paragraph (10) of the form of ADR), foreign
currency, securities or other property (or appropriate documents evidencing the right to receive some or all of any such Cash, foreign
currency, securities or other property), and/or the Depositary may retain and hold some or all of such Cash, foreign currency, securities
or other property as Deposited Securities with respect to the applicable Holders’ ADRs (without liability for interest thereon
or the investment thereof).
To the extent the Depositary determines in its
discretion that it would not be permitted by applicable law, rule or regulation, or it would not otherwise be practicable, to convert
foreign currency into U.S. dollars and/or distribute U.S. dollars to some or all of the Holders entitled thereto, the Depositary may
in its discretion distribute some or all of the foreign currency received by the Depositary as it deems permissible and practicable to,
or retain and hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Holders
entitled to receive the same.
6. Withdrawal, Delivery and Transfer of Deposited
Securities. In connection with any surrender of ADRs for withdrawal of the Deposited Securities represented by the ADSs evidenced
thereby, in addition to the requirements of paragraph (7) of the Form of ADR, the Depositary may require proper endorsement
in blank of any certificated ADRs evidencing such ADSs and/or duly executed instruments of transfer of such ADSs in blank, together with
the Holder’s written order directing the Depositary to cause the Deposited Securities represented by such ADSs to be withdrawn
and delivered to, or upon the written order of, any person designated in such order (a “Withdrawal Order”).
At the request, risk and expense of the Holder
hereof, the Depositary may deliver such Deposited Securities (including any certificates therefor) at a place other than its office.
Directions from the Depositary to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage
prepaid, or by SWIFT, facsimile transmission or any other method of communication as may be agreed by the Custodian and the Depositary.
Delivery of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or
accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder
or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without
limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company
or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities.
To the extent any instructions, input, consent,
notice and/or other actions on the part of the Company are required for the withdrawal, delivery and/or transfer of the Deposited Securities,
the Company shall use commercially reasonable efforts to effectuate such withdrawal, delivery and/or transfer, including, without limitation,
instructing, notifying and providing its consent to, and any information or documentation requested by, any registrar and/or transfer
agent of the Deposited Securities. The obligations of the Company set forth in this Section 6 shall survive the termination of the
Deposit Agreement.
7. Substitution of ADRs. The Depositary
shall execute and deliver a new Direct Registration ADR in exchange and substitution for any mutilated certificated ADR upon cancellation
thereof or in lieu of and in substitution for such destroyed, lost or stolen certificated ADR, unless the Depositary has notice that
such ADR has been acquired by a bona fide purchaser, upon the Holder thereof filing with the Depositary a request for such execution
and delivery and a sufficient indemnity bond and satisfying any other reasonable requirements imposed by the Depositary.
8. Cancellation and Destruction of ADRs.
All ADRs surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy ADRs in certificated
form so cancelled in accordance with its customary practices.
9. The Custodian.
(a) Rights
of the Depositary. Any Custodian in acting hereunder shall be subject to the directions of the Depositary and shall be responsible
solely to it. The Depositary reserves the right to add, replace or remove a Custodian. The Depositary will give prompt notice of any
such action, which will be advance notice if practicable. The Depositary may discharge any Custodian at any time upon notice to the Custodian
being discharged. After consultation with the Company, the Depositary shall appoint a substitute custodian, which shall thereafter be
the Custodian hereunder, unless the Depositary elects to undertake such duties itself or determinates that a custodian is not required
for purposes of this Deposit Agreement, in which case the Depositary shall perform the duties and obligations of a custodian when needed.
Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the instruction of the Depositary, all Deposited Securities held
by it to a Custodian continuing to act, if applicable.
(b) Rights
of the Custodian. Any Custodian may resign from its duties hereunder in the manner permitted by any custodial agreement then in effect
between the Depositary and the Custodian. Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the instruction of
the Depositary, all Deposited Securities held by it to a Custodian continuing to act, if applicable. After consultation with the Company,
the Depositary shall appoint a substitute custodian, which shall thereafter be the Custodian hereunder, unless the Depositary elects
to undertake such duties itself or determinates that a custodian is not required for purposes of this Deposit Agreement, in which case
the Depositary shall perform the duties and obligations of a custodian when needed.
(c) Notwithstanding
anything to the contrary contained in this Deposit Agreement (including the ADRs) and, subject to the further limitations set forth in
clause (o) of paragraph (14) of the form of ADR (Exoneration), the Depositary shall not be responsible for, and shall incur
no liability in connection with or arising from, any act or omission to act on the part of (i) any Custodian that is the Company
or an affiliate of the Company (a “Company Custodian”) or (ii) any Custodian other than a Company Custodian (a
“Non-Company Custodian”), except for in the case of this clause (ii) with respect to a Non-Company Custodian,
to the extent that any Holder has incurred liability directly as a result of such Non-Company Custodian having (x) committed fraud
or willful misconduct in the provision of custodial services to the Depositary or (y) failed to use reasonable care in the provision
of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which such Non-Company
Custodian is located.
(a) Upon
the appointment of any successor depositary hereunder, any Company Custodian then acting hereunder shall forthwith become, without any
further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no
way impair the authority of such Company Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written
request of such Company Custodian, execute and deliver to such Company Custodian all such instruments as may be proper to give to such
Company Custodian full and complete power and authority as agent hereunder of such successor depositary.
10. Lists of Holders. The Company shall
have the right to inspect transfer records of the Depositary and its agents and the ADR Register, take copies thereof and require the
Depositary and its agents to supply copies of such portions of such records as the Company may request. The Depositary or its agents
shall furnish to the Company promptly upon the written request of the Company, a list of the names, addresses and holdings of ADSs by
all Holders as of a date within seven (7) days of the Depositary’s receipt of such request.
11. Depositary’s Agents. The Depositary
may perform its obligations under this Deposit Agreement through any agent appointed by it, provided that the Depositary shall notify
the Company of such appointment and shall remain responsible for the performance of such obligations as if no agent were appointed, subject
to paragraph (14) of the form of ADR (Exoneration).
12. Resignation and Removal of the Depositary;
Appointment of Successor Depositary.
(a) Resignation
of the Depositary. The Depositary may at any time resign as Depositary by providing written notice of its election to do so delivered
to the Company. Subject to subparagraph (c) below, the Depositary’s resignation shall take effect upon the Company’s
appointment of a successor depositary and such successor depositary’s acceptance of its appointment as provided in Section 12(d) below.
(b) Removal
of the Depositary. The Depositary may at any time be removed by the Company by providing no less than sixty (60) days’ prior
written notice of such removal to the Depositary. Such removal shall take effect on the later of (i) the sixtieth (60th) day after
the Removal Notice Date and (ii) the Company’s appointment of a successor depositary and such successor depositary’s
acceptance of its appointment as provided in Section 12(d) below. For the avoidance of doubt, except as permitted by clauses
(a)(ii)(B), (C), (D), (E), (F) and (G) and (a)(iii) of paragraph (17) of the form of ADR (Termination), the Depositary
shall not provide notice of resignation upon receipt of a notice of removal in accordance with the terms set forth herein.
(c) If
the Depositary provides notice of its resignation (pursuant to Section 12(a)), and a successor depositary is not appointed by the
sixtieth (60th) day after the Resignation Notice Date, the Depositary may terminate this Deposit Agreement and the ADR in the manner
set out in paragraph (17) of the form of ADR (Termination) and the provisions of said paragraph (17) shall thereafter govern the
Depositary’s obligations hereunder.
(d) Appointment
of Successor Depositary. If the Depositary provides notice of its resignation pursuant to Section 12(a) above or the Company
provides notice of the Depositary’s removal pursuant to Section 12(b) above, the Company shall use its best efforts to
appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New
York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor. The predecessor depositary, only upon payment of all sums due to 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 its rights to indemnification and fees owing, each of which shall survive any such removal
and/or resignation), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor,
and (iii) deliver to such successor a list of the Holders of all outstanding ADRs. Any such successor depositary shall promptly
mail notice of its appointment to such Holders. Any bank or trust company into or with which the Depositary may be merged or consolidated,
or to which the Depositary shall transfer substantially all its American depositary receipt business, shall be the successor of the Depositary
without the execution or filing of any document or any further act.
13. Compliance with Securities Exchange Act
of 1934 Reporting and Other Requirements; Reports.
(a) Securities
Exchange Act of 1934.
The Company represents and warrants continuously
that (i) the statements in paragraph (8) of the form of ADR (Available Information) attached hereto as Exhibit A
or, if applicable, most recently filed with the Commission are true and correct and (ii) it is in compliance with the registration,
reporting and other requirements of the Securities Exchange Act of 1934. These representations and warranties of the Company shall survive
the date of the Deposit Agreement.
The Company hereby covenants and agrees to publish
and file all reports, and to take all other actions, necessary and/or required to remain in compliance with the requirements of the Securities
Exchange Act of 1934, as and when required. The Company agrees to notify the Depositary promptly in the event of any change in the truth
or accuracy of, or noncompliance with, any of the representations, warranties, covenants and agreements contained in this Section 13(a) and
paragraph (8) of the form of ADR (Available Information).
The Company acknowledges and agrees that the Depositary
(i) is relying, and may so rely, solely on the Company’s representations, warranties, covenants and agreements in this Section 13(a) and
paragraph (8) of the form of ADR (Available Information), (ii) does not assume any duty or responsibility to determine
if the Company is in compliance with the registration, reporting and other requirements of the Securities Exchange Act of 1934, and (iii) may,
and is expressly authorized by the Company to, represent, warrant and certify that, based on such ongoing representations, warranties,
covenants and agreements of the Company, the Company is in compliance with the registration, reporting and other requirements of the
Securities Exchange Act of 1934.
(b) Reports.
On or before the first date on which the Company makes any communication available to holders of Deposited Securities or any securities
regulatory authority or stock exchange, by publication or otherwise, the Company shall transmit to the Depositary a copy thereof in English
or with an English translation or summary. The Company has delivered to the Depositary, the Custodian and any Transfer Office, a copy
of all provisions of or governing the Shares and any other Deposited Securities issued by the Company or any affiliate of the Company
and, promptly upon any change thereto, the Company shall deliver to the Depositary, the Custodian and any Transfer Office, a copy (in
English or with an English translation) of such provisions as so changed. The Depositary and its agents may rely upon the Company’s
delivery of all such communications, information and provisions for all purposes of this Deposit Agreement and the Depositary shall have
no liability for the accuracy or completeness of any thereof.
14. Additional Shares. The Company agrees
with the Depositary that neither the Company nor any company controlling, controlled by or under common control with the Company shall
(a) issue (i) additional Shares, (ii) rights to subscribe for Shares, (iii) securities convertible into or exchangeable
for Shares or (iv) rights to subscribe for any such securities or (b) deposit any Shares under this Deposit Agreement, except,
in each case, under circumstances complying in all respects with the Securities Act of 1933. At the reasonable request of the Depositary
where it deems necessary, the Company will furnish the Depositary with legal opinions, in forms and from counsel reasonably acceptable
to the Depositary, dealing with such issues requested by the Depositary. The Depositary will not knowingly accept for deposit hereunder
any Shares required to be registered under the Securities Act of 1933 unless a registration statement is in effect and will use reasonable
efforts to comply with written instructions of the Company 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, rules and regulations of the United States, including, but not limited to, the Securities Act
of 1933 and the rules and regulations promulgated thereunder.
15. Indemnification.
(a) Indemnification
by the Company. The Company shall indemnify, defend and save harmless each of the Depositary,
the Custodian and their respective directors, officers, employees, agents and affiliates against any loss, liability or expense (including
reasonable fees and expenses of counsel) that may arise out of acts performed or omitted, in connection with the provisions of this Deposit
Agreement and of the ADRs, as the same may be amended, modified or supplemented from time to time in accordance herewith (i) by
either the Depositary or a Custodian or their respective directors, officers, employees, agents and affiliates, except for any liability
or expense directly arising out of the negligence or willful misconduct of the Depositary or its directors, officers or affiliates acting
in their capacities as such hereunder, or (ii) by the Company or any of its directors, officers, employees, agents and affiliates.
The indemnities set forth in the preceding paragraph
shall also apply to any liability or expense that may arise out of any misstatement or alleged misstatement or omission or alleged omission
in any registration statement, proxy statement, prospectus (or placement memorandum), preliminary prospectus (or preliminary placement
memorandum) or other document or report relating to, or arising from the offer, issuance, withdrawal, sale, resale or transfer of ADSs
or the deposit, withdrawal, offer, sale, resale or transfer of Shares or any other report filed or furnished by the Company with the
Commission, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or its agents
(other than the Company), as applicable, furnished in writing by the Depositary expressly for use in any of the foregoing documents and
not changed or altered by the Company or any other person (other than the Depositary) or (ii) if such information is provided, the
failure by the Depositary to state a material fact therein necessary to make the information provided, in light of the circumstances
under which made or provided, not misleading.
(b) Indemnification
by the Depositary. Subject to the limitations provided for in Sections 9 above and 15(c) below, the Depositary shall indemnify,
defend and save harmless the Company against any direct loss, liability or expense (including reasonable fees and expenses of counsel)
incurred by the Company in respect of this Deposit Agreement to the extent such loss, liability or expense is due to the negligence or
willful misconduct of the Depositary or any Non-Company Custodian or their respective directors, employees, agents (other than a Company
Custodian) acting in such capacities on behalf of the Depositary and providing services pursuant to this Deposit Agreement.
(c) Damages
or Lost Profits. Notwithstanding any other provision of this Deposit Agreement or the ADRs to the contrary, neither the Depositary
nor the Company, nor any of their respective agents shall be liable to the other for any indirect, special, punitive or consequential
damages (excluding reasonable fees and expenses of counsel) or lost profits, in each case of any form (collectively, “Special
Damages”) incurred by any of them, or liable to any other person or entity (including, without limitation, Holders and Beneficial
Owners) for any Special Damages, or any fees or expenses of counsel in connection therewith, whether or not foreseeable and regardless
of the type of action in which such a claim may be brought; provided, however, that (i) notwithstanding the foregoing and, for the
avoidance of doubt, the Depositary and its agents shall be entitled to legal fees and expenses in defending against any claim for Special
Damages arising out of, or in connection with, the provision of services under this Deposit Agreement, the ADSs and the ADRs, as the
same may be amended, modified or supplemented from time to time in accordance herewith and (ii) to the extent Special Damages arise
from or out of a claim brought by a third party (including, without limitation, Holders and Beneficial Owners) against the Depositary
or any of its agents, the Depositary and its agents shall be entitled to full indemnification from the Company for all such Special Damages
arising out of, or in connection with, the provision of services under this Deposit Agreement, the ADSs and the ADRs, as the same may
be amended, modified or supplemented from time to time in accordance herewith, and reasonable fees and expenses of counsel in connection
therewith, unless such Special Damages are found to have been a direct result of the gross negligence or willful misconduct of the Depositary.
(d) Notification.
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 as promptly as
reasonably practical 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 indemnification under this Section 15 except and only to the limited
extent the indemnifying person is materially prejudiced by such failure through the forfeiture of substantive rights or defenses as a
result of such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve the indemnifying party
from any liability that it may have to an indemnified party otherwise than under this Section 15). No indemnifying person shall
be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld,
conditioned or delayed), but if settled with such indemnifying person’s written consent or if there is a final and non-appealable
judgment by a court of competent jurisdiction in any such proceeding, the indemnifying person agrees to indemnify and hold harmless each
indemnified person from and against any and all losses, claims, damages, liabilities and reasonable legal and other out-of-pocket expenses
by reason of such settlement or judgment. No indemnifying person shall, without the prior written consent of any indemnified person,
effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such
indemnified person unless such settlement (i) includes an unconditional release of such indemnified person in form and substance
reasonably satisfactory to such indemnified person from all liability or claims that are the subject matter of such proceedings and (ii) does
not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any indemnified
person.
(e) Survival.
The obligations set forth in this Section 15 shall survive the termination of this Deposit
Agreement and the succession or substitution of any indemnified person.
16. Notices.
(a) Notice
to Holders. Notice to any Holder shall be deemed given when first mailed, first class postage
prepaid, to the address of such Holder on the ADR Register or received by such Holder. 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 the ADSs evidenced
by the ADRs held by such other Holders. The Depositary’s only notification obligations under this Deposit Agreement and the ADRs
shall be to Holders. Notice to a Holder shall be deemed, for all purposes of this Deposit Agreement and the ADRs, to constitute notice
to any and all Beneficial Owners of the ADSs evidenced by such Holder’s ADRs.
(b) Notice
to the Depositary or the Company. Notice to the Depositary or the Company shall be deemed given
when first received by it at the address or by electronic transmission to the e-mail address set forth in (i) or (ii), respectively,
or at such other address or email address provided by the Depositary or the Company to the other, respectively, in the same manner as
notices are required to be provided in this Section 16:
| (i) | JPMorgan Chase Bank, N.A. |
383 Madison Avenue, Floor 11
New York, New York 10179
Attention: Depositary Receipts Group
E-mail Address: DR_Global_CSM@jpmorgan.com
| (ii) | Itaú Unibanco Holding S.A. |
Praça Alfredo Egydio de Souza Aranha, 100
Torre Olavo Setubal, Parque Jabaquara
São Paulo, SP, Brazil 04344-902
Attention: Geraldo Soares / Fernanda Pontelli
E-mail Address: geraldo.soares@itau-unibanco.com.br / fernanda.pontelli@itau-unibanco.com.br / drinvest@itau-unibanco.com.br
Telephone: +55 (11) 99644-1976 / +55 (11) 97498 9367
Delivery of a notice to the Company or Depositary
by mail or air courier shall be deemed effected when deposited, postage prepaid, in a post-office letter box or received by an air courier
service. Delivery of a notice to the Company or Depositary sent by facsimile transmission or email shall be deemed effected when the
recipient acknowledges receipt of that notice.
17. Counterparts. This Deposit Agreement
may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.
Delivery of an executed signature page of this Deposit Agreement by facsimile or other electronic transmission (including “.pdf”,
“.tif” or similar format) shall be effective as delivery of a manually executed counterpart hereof.
18. No Third-Party Beneficiaries; Holders and
Beneficial Owners as Parties; Binding Effect. This Deposit Agreement is for the exclusive benefit of the Company, the Depositary
and the Holders and their respective successors hereunder, and, except to the extent specifically set forth in Section 15 of this
Deposit Agreement, shall not give any legal or equitable right, remedy or claim whatsoever to any other person. The Holders and Beneficial
Owners from time to time shall be parties to this Deposit Agreement and shall be bound by all of the provisions hereof. A Beneficial
Owner shall only be able to exercise any right or receive any benefit hereunder solely through the Holder of the ADR(s) evidencing
the ADSs owned by such Beneficial Owner.
19. Severability. If any provision contained
in this Deposit Agreement or in the ADRs is, or becomes, invalid, illegal or unenforceable in any respect, the remaining provisions contained
herein and therein shall in no way be affected thereby.
20. Governing Law; Consent to Jurisdiction.
(a) Governing
Law. The Deposit Agreement, the ADSs and the ADRs shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to the application of the conflict of law principles thereof.
(b) Claims
between the Company and the Depositary. The Company irrevocably agrees that any legal suit, action or proceeding against or involving
the Company brought by the Depositary arising out of or based upon this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated
herein, therein, hereby or thereby, may be instituted in any state or federal court in New York, New York, and irrevocably waives any
objection that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive
jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or
proceeding against or involving the Depositary brought by the Company, arising out of or based upon this Deposit Agreement, the ADSs,
the ADRs or the transactions contemplated herein, therein, hereby or thereby, may be instituted only in a state or federal court in New
York, New York.
(c) Claims
involving Holders and Beneficial Owners. By holding or owning an ADR or ADS or an interest therein, Holders and Beneficial Owners
each irrevocably agree that any legal suit, action or proceeding against or involving Holders or Beneficial Owners brought by the Company
or the Depositary, arising out of or based upon this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein,
hereby or thereby, may be instituted in a state or federal court in New York, New York, and by holding or owning an ADR or ADS or an
interest therein each irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding,
and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.
By holding or owning an ADR or ADS or an interest
therein, Holders and Beneficial Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the
Depositary and/or the Company brought by Holders or Beneficial Owners, arising out of or based upon this Deposit Agreement, the ADSs,
the ADRs or the transactions contemplated herein, therein, hereby or thereby, including, without limitation, claims under the Securities
Act of 1933, may be instituted only in the United States District Court for the Southern District of New York (or in the state courts
of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject
matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District
of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable).
21. Agent for Service.
(a) Appointment.
The Company has appointed Itaú Unibanco S.A., Miami Branch, 200 South Biscayne Boulevard, 22nd floor, Miami, Florida
33131, Telephone: +1 305-579-9766, as its authorized agent (the “Authorized Agent”) upon which process may be served
in any such suit, action or proceeding arising out of or based on this Deposit Agreement, the ADSs, the ADRs or the transactions contemplated
herein, therein, hereby or thereby which may be instituted in any state or federal court in New York, New York by the Depositary or any
Holder, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Subject to the Company’s
rights to replace the Authorized Agent with another entity in the manner required were the Authorized Agent to have resigned, such appointment
shall be irrevocable.
(b) Agent
for Service of Process. The Company represents and warrants that the Authorized Agent has agreed
to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. 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 Authorized Agent (whether or not the appointment of such Authorized
Agent shall for any reason prove to be ineffective or such Authorized 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 16(b) hereof.
The Company agrees that the failure of the Authorized 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 or award rendered in any suit, action or proceeding based thereon. If, for any reason,
the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, summons,
notices, papers and documents in New York, the Company shall promptly appoint a successor that is a legal entity with offices in New
York, New York, so as to serve and will promptly advise the Depositary thereof.
(c) Waiver
of Personal Service of Process. In the event the Company fails to continue such designation
and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service
of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified
for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.
22. Waiver of Immunities. To the extent
that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any
right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding from the giving of any relief
in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon
or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or other matters under or arising out of or in connection with the Shares or Deposited Securities,
the ADSs, the ADRs or this Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally
waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.
23. Waiver of Jury Trial. EACH PARTY TO
THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR
ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED ON OR RELATING
IN ANY WAY TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN
OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY), INCLUDING, WITHOUT
LIMITATION, ANY SUIT, ACTION, CLAIM OR PROCEEDING UNDER THE UNITED STATES FEDERAL SECURITIES LAWS. No provision of this Deposit Agreement
or any ADR is intended to constitute a waiver or limitation of any rights that a Holder or any Beneficial Owner may have under the Securities
Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
24. Amendment and Restatement of Prior Deposit
Agreement. The Deposit Agreement amends and restates the Prior Deposit Agreement in its entirety to consist exclusively of the Deposit
Agreement, and each Prior Receipt is hereby deemed amended and restated to substantially conform to the form of ADR set forth in Exhibit A
annexed hereto, except that, to the extent any portion of such amendment and restatement imposes or increases any fees or charges different
from those set forth herein (other than charges in connection with foreign exchange control regulations, and taxes and other governmental
charges, delivery and other such expenses), or otherwise materially prejudices any substantial existing right of Holders of Prior Receipts
or Beneficial Owners of ADSs evidenced by such Prior Receipts, such portion shall not become effective as to such Holders or Beneficial
Owners with respect to such Prior Receipt until thirty (30) days after such Holders shall have received notice thereof, such notice to
be conclusively deemed given upon the mailing to such Holders of notice of such amendment and restatement which notice contains a provision
whereby such Holders can receive a copy of the form of ADR.
[ Signature page follows ]
IN WITNESS WHEREOF, ITAÚ UNIBANCO HOLDING
S.A. and JPMORGAN CHASE BANK, N.A. have duly executed this 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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[Signature Page to Deposit Agreement]
EXHIBIT A
ANNEXED TO AND INCORPORATED IN
DEPOSIT AGREEMENT
[FORM OF FACE OF ADR]
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No. of
ADSs: |
Number |
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Each
ADS represents |
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ONE
(1) Share |
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CUSIP: |
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
PREFERRED SHARES
of
ITAÚ UNIBANCO HOLDING S.A.
(Incorporated under the laws of the Federative
Republic of Brazil)
JPMORGAN CHASE BANK, N.A., a national banking association
organized under the laws of the United States of America, as depositary hereunder (in such capacity, the “Depositary”),
hereby certifies that is the registered owner (a “Holder”) of American depositary shares (“ADSs”),
each (subject to paragraph (13) (Changes Affecting Deposited Securities)) representing one (1) preferred share (including
the rights to receive Shares described in paragraph (1) (Issuance of ADSs), “Shares” and, together with
any other securities, cash or property from time to time held by the Depositary in respect or in lieu of deposited Shares, the “Deposited
Securities”), of Itaú Unibanco Holding S.A., a company incorporated under the laws of the Federative Republic of Brazil
(the “Company”), deposited under the Second Amended and Restated Deposit Agreement, dated as of ______________ __,
2024 (as amended from time to time, the “Deposit Agreement”), among the Company, the Depositary and all Holders and
Beneficial Owners from time to time of American Depositary Receipts issued thereunder (“ADRs”), each of whom by accepting
an ADR becomes a party thereto. The Deposit Agreement and this ADR (which includes the provisions set forth on the reverse hereof) shall
be governed by and construed in accordance with the internal laws of the State of New York without giving effect to the application of
the conflict of law principles thereof. All capitalized terms used herein, and not defined herein, shall have the meanings ascribed to
such terms in the Deposit Agreement.
(1) Issuance of ADSs.
(a) Issuance. This ADR is one of the
ADRs issued under the Deposit Agreement. Subject to the other provisions hereof, the Depositary may so issue ADRs for delivery at the
Transfer Office only against deposit of: (i) Shares in a form satisfactory to the Custodian; or (ii) rights to receive Shares
from the Company or any registrar, transfer agent, clearing agent or other entity recording Share ownership or transactions. At the request,
risk and expense of the person depositing Shares or rights to receive Shares, the Depositary may accept such Shares and/or deposits for
forwarding to the Custodian and may deliver ADRs at a place other than its office. Shares or evidence of rights to receive Shares may
be deposited through (x) electronic transfer of such Shares to the account maintained by the Custodian for such purpose at B3 S.A.
– Brasil, Bolsa, Balcão (“B3”), (y) evidence satisfactory to the Custodian of irrevocable instructions
to cause such Shares to be transferred to such account or (z) delivery of the certificates representing such Shares. If use of the
B3 book-entry system in connection with the Shares is discontinued at any time for any reason, the Company shall make other book-entry
arrangements (if any) that it determines, after consultation with the Depositary, are reasonable.
(b) Lending. In its capacity as Depositary,
the Depositary shall not lend Shares or ADSs.
(c) Representations and Warranties of Depositors.
Every person depositing Shares under the Deposit Agreement represents and warrants that:
| (i) | such Shares and the certificates therefor are duly authorized, validly
issued and outstanding, fully paid, nonassessable and legally obtained by such person, |
| (ii) | all pre-emptive and comparable 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 and |
| (v) | such Shares (A) are not “restricted securities” as
such term is defined in Rule 144 under the Securities Act of 1933 (“Restricted
Securities”) unless at the time of deposit the requirements of paragraphs (c),
(e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely
transferred and may otherwise be offered and sold freely in the United States or (B) have
been registered under the Securities Act of 1933. To the extent the person depositing Shares
is an “affiliate” of the Company as such term is defined in Rule 144, the
person also represents and warrants that upon the sale of the ADSs, all of the provisions
of Rule 144 that enable the Shares to be freely sold (in the form of ADSs) will be fully
complied with and, as a result thereof, all of the ADSs issued in respect of such Shares
will not be on the sale thereof, Restricted Securities. |
Such representations and warranties shall survive
the deposit and withdrawal of Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any
of the representations or warranties are incorrect in any way, the Company and the Depositary may, at the cost of the breaching Holder
(including, without limitation, any Holder acting on behalf of a third party) and/or Beneficial Owner, take any and all actions necessary
to correct the consequences of such misrepresentation.
(d) The Depositary may refuse to accept for
such deposit any Shares identified by the Company in order to facilitate compliance with the requirements of the securities laws, rules and
regulations of the United States, including, without limitation, the Securities Act of 1933 and the rules and regulations made thereunder.
(2) Withdrawal of Deposited Securities.
Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.), (5) (Liability of Holder or Beneficial
Owner for Taxes, Duties and Other Charges) and (7) (Charges of Depositary) and to the provisions of or governing the
Deposited Securities (including, without limitation, the Company’s governing documents and all applicable laws, rules and
regulations), upon surrender of (a) a certificated ADR in a form satisfactory to the Depositary at the Transfer Office or (b) proper
instructions and documentation in the case of a Direct Registration ADR, the Holder hereof is entitled to delivery at the Custodian’s
office (or from the Custodian, to the extent dematerialized) of the Deposited Securities at the time represented by the ADSs evidenced
by this ADR. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Deposited Securities (including any
certificates therefor) at such other place as may have been requested by the Holder. Notwithstanding any other provision of the Deposit
Agreement or this ADR, the withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction
I.A.(1) of Form F-6 (as such instructions may be amended from time to time) under the Securities Act of 1933.
(3) Transfers, Split-Ups and Combinations
of ADRs. The Depositary or its agent will keep, at a designated transfer office (the “Transfer Office”), (a) a
register (the “ADR Register”) for the registration, registration of transfer, combination and split-up of ADRs, and,
in the case of Direct Registration ADRs, shall include the Direct Registration System, which at all reasonable times will be open for
inspection by Holders and the Company for the purpose of communicating with Holders in the interest of the business of the Company or
a matter relating to the Deposit Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR Register includes
the Direct Registration System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly
endorsed (in the case of ADRs in certificated form) and/or upon delivery to the Depositary of proper instruments of transfer, is transferable
by delivery with the same effect as in the case of negotiable instruments under the laws of the State of New York; provided that
the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register
as the absolute owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject to any
liability under the Deposit Agreement or any ADR to any Beneficial Owner, unless such Beneficial Owner is the Holder hereof. Subject
to paragraphs (4) (Certain Limitations to Registration, Transfer, etc.) and (5) (Liability of Holder or Beneficial
Owner for Taxes, Duties and Other Charges), this ADR is transferable on the ADR Register and may be split into other ADRs or combined
with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or
by duly authorized attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated
form) or upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided
that the Depositary may close the ADR Register (and/or any portion thereof) at any time or from time to time when deemed expedient
by it. Additionally, at the reasonable request of the Company, the Depositary may close the issuance book portion of the ADR Register
solely in order to enable the Company to comply with applicable law. At the request of a Holder, the Depositary shall, for the purpose
of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute and deliver a certificated ADR or a Direct
Registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those
evidenced by the certificated ADR or Direct Registration ADR, as the case may be, substituted.
(4) Certain Limitations to Registration,
Transfer, etc. Prior to the issue, registration, registration of transfer, split-up or combination of any ADR, the delivery
of any distribution in respect thereof, or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities),
the withdrawal of any Deposited Securities, and from time to time in the case of clause (b)(ii) of this paragraph (4), the Company,
the Depositary or the Custodian may require:
(a) payment with respect thereto of (i) any
stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration
of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any applicable charges as provided in
paragraph (7) (Charges of Depositary) of this ADR;
(b) the production of proof satisfactory to
it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without
limitation, information as to citizenship, residence, exchange control approval, beneficial or other ownership of, or interest in, any
securities, compliance with applicable law, regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement
and this ADR, as it may deem necessary or proper; and
(c) compliance with such regulations as the
Depositary may establish consistent with the Deposit Agreement and any regulations that (i) the Depositary is informed of in writing
by the Company are required or (ii) the Depositary reasonably believes are required, to facilitate compliance with any applicable
laws, rules and regulations, including those of the Central Bank or CVM.
The issuance of ADRs, the acceptance of deposits
of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the last sentence of paragraph
(2) (Withdrawal of Deposited Securities), the withdrawal and delivery of Deposited Securities may be suspended, generally
or in particular instances, when the ADR Register or any register for Deposited Securities is closed or when any such action is deemed
required, necessary or advisable by the Depositary.
(5) Liability of Holder or Beneficial
Owner for Taxes, Duties and Other Charges.
(a) Liability
for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf
of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any
distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary and by holding or owning,
or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior
Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary
and its agents in respect of such tax or other governmental charge.
Neither the Depositary, the Company, nor any of
its agents, shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure of any of them to comply with applicable
tax laws, rules and/or regulations.
Notwithstanding the Depositary’s right to
seek payment from current and former Holders and Beneficial Owners, the Holder(s) and Beneficial Owner(s) hereof (and all prior
Holders and Beneficial Owners hereof) acknowledge and agree that the Depositary has no obligation to seek payment of amounts owing under
this paragraph (5) from any current or former Beneficial Owner.
The Depositary may refuse to effect any registration,
registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited
Securities), any withdrawal of such Deposited Securities until such payment is made.
The Depositary may also deduct from any distributions
on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all
of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental
charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such
sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or
agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the
Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such
authority or agency by the Depositary or the Custodian. To the extent not prohibited by law, rule, or regulation, the Depositary will
forward to the Company such information actually in the Depositary’s possession from the transfer records maintained by the Depositary
in accordance with the Depositary’s policies and procedures as the Company may reasonably request in writing to enable the Company
to file any reports required to be filed by the Company with governmental authorities or agencies to comply with applicable law.
If the Depositary determines that any distribution
in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian
is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of
any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.
(b) Indemnification
Related to Taxes. Each Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian and any of their
respective officers, 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 which obligations shall survive any transfer or surrender of ADSs or the termination of the Deposit
Agreement.
(6) Disclosure of Interests.
(a) General. To the extent that the
provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of, or
interest in, Deposited Securities, other Shares and other securities and may provide for blocking transfer, voting or other rights to
enforce such disclosure or limits, Holders and Beneficial Owners agree to comply with all such disclosure requirements and ownership
limitations and to comply with any reasonable Company instructions in respect thereof.
(b) Jurisdiction Specific.
Any summary of the laws and regulations of the Federative
Republic of Brazil and of the terms of the Company’s constituent documents has 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, they are (i) summaries and as such may not include all aspects of the materials summarized as applicable to a
Holder or Beneficial Owner, and (ii) provided by the Company as of the date of the Deposit Agreement. The Holder or Beneficial Owner
acknowledges that these laws and regulations and the Company’s constituent documents may change after the date of the Deposit Agreement.
Neither the Depositary nor the Company has any obligation to update any such summaries.
(7) Charges of Depositary.
(a) Rights of the Depositary. The Depositary
may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits
of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10) (Distributions
on Deposited Securities)), issuances pursuant to a stock dividend or stock split declared by the Company, or issuances pursuant to
a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and (ii) each
person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, a fee of
up to U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered, or upon which a Share Distribution
or elective distribution is made or offered (as the case may be). The Depositary may sell (by public or private sale) sufficient securities
and property received in respect of Share Distributions, Rights and Other Distributions prior to such deposit to pay such charge.
(b) Additional Fees, Charges and Expenses
by the Depositary. The following additional fees, charges and expenses shall also be incurred by the Holders, the Beneficial Owners,
by any party depositing or withdrawing Shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation,
issuances pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited
Securities or a distribution of ADSs pursuant to paragraph (10) (Distributions on Deposited Securities)), whichever is applicable:
| (i) | a fee of up to U.S.$0.05 per ADS held for any Cash distribution made,
or for any elective cash/stock dividend offered, pursuant to the Deposit Agreement, |
| (ii) | a fee of up to U.S.$0.05 per ADS held for the direct or indirect distribution
of securities (other than ADSs or rights to purchase additional ADSs pursuant to paragraph
(10) hereof) or the net cash proceeds from the public or private sale of any such securities,
regardless of whether any such distribution and/or sale is made by, for, or received from,
or (in each case) on behalf of, the Depositary, the Company and/or any third party (which
fee may be assessed against Holders as of a record date set by the Depositary), |
| (iii) | an aggregate fee of up to U.S.$0.05 per ADS per calendar year (or
portion thereof) for services performed by the Depositary in administering the ADRs (which
fee may be charged on a periodic basis during each calendar year and shall be assessed against
Holders as of the record date or record dates set by the Depositary during each calendar
year and shall be payable at the sole discretion of the Depositary by billing such Holders
or by deducting such charge from one or more cash dividends or other cash distributions),
and |
| (iv) | an amount for the reimbursement of such charges and expenses as are
incurred by the Depositary and/or any of its agents (including, without limitation, the Custodian,
as well as charges and expenses incurred on behalf of Holders in connection with compliance
with foreign exchange control regulations or any law or regulation relating to foreign investment)
in connection with the servicing of the Shares or other Deposited Securities, the sale of
securities (including, without limitation, Deposited Securities), the delivery of Deposited
Securities or otherwise in connection with the Depositary’s or its Custodian’s
compliance with applicable law, rule or regulation (which charges and expenses may be
assessed on a proportionate basis against Holders as of the record date or dates set by the
Depositary and shall be payable at the sole discretion of the Depositary by billing such
Holders or by deducting such charge or expense from one or more cash dividends or other cash
distributions). |
(c) Other Obligations, Fees, Charges and
Expenses. The Company will pay all other fees, charges and expenses of the Depositary and any agent of the Depositary (except the
Custodian) pursuant to agreements from time to time between the Company and the Depositary, except:
| (i) | stock transfer or other taxes and other governmental charges (which
are payable by Holders or persons depositing Shares); |
| (ii) | a transaction fee per cancellation request (including any cancellation
request made through SWIFT, facsimile transmission or any other method of communication)
as disclosed on the “Disclosures” page (or successor page) of www.adr.com
(as updated by the Depositary from time to time, “ADR.com”) and any
applicable delivery expenses (which are payable by such persons or Holders); and |
| (iii) | transfer or registration expenses for the registration or transfer
of Deposited Securities on any applicable register in connection with the deposit or withdrawal
of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing
Deposited Securities). |
(d) Foreign Exchange Related Matters.
The Company may enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars and to provide those U.S.
dollars to the Depositary for purposes of administering various depositary receipt transactions, including disbursement of dividends
or other cash distributions and other corporate actions.
To the extent the Company enters into such foreign
exchange transactions and/or provides U.S. dollars to the Depositary, neither the Bank (as defined below) nor any of its affiliates will
execute an FX Transaction (as defined below). In such case, the Depositary will distribute the U.S. dollars received from the Company.
To the extent the Company does not make U.S. dollars
available to the Depositary in connection with depositary receipt transactions as described in the first paragraph of this subsection
(d), the Depositary may engage the foreign exchange desk within JPMorgan Chase Bank, N.A. (the “Bank”) and/or its
affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars (“FX Transactions”)
for such purposes. For certain currencies, FX Transactions are entered into with the Bank or an affiliate, as the case may be, acting
in a principal capacity. For other currencies, FX Transactions are routed directly to and managed by an unaffiliated local custodian
(or other third-party local liquidity provider), and neither the Bank nor any of its affiliates is a party to such FX Transactions.
The foreign exchange rate applied to an FX Transaction
will be either (i) a published benchmark rate, or (ii) a rate determined by a third-party local liquidity provider, in each
case plus or minus a spread, as applicable. The Depositary will disclose which foreign exchange rate and spread, if any, apply to such
currency on the “Disclosures” page (or successor page) of ADR.com. Such applicable foreign exchange rate and spread
may (and neither the Depositary, the Bank nor any of their affiliates is under any obligation to ensure that such rate does not) differ
from rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates
and spreads at which the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on the
date of the FX Transaction. Additionally, the timing of execution of an FX Transaction varies according to local market dynamics, which
may include regulatory requirements, market hours and liquidity in the foreign exchange market or other factors. Furthermore, the Bank
and its affiliates may manage the associated risks of their position in the market in a manner they deem appropriate without regard to
the impact of such activities on the Company, the Depositary, Holders or Beneficial Owners. The spread applied does not reflect any gains
or losses that may be earned or incurred by the Bank and its affiliates as a result of risk management or other hedging related activity.
Further details relating to the applicable foreign
exchange rate, the applicable spread and the execution of FX Transactions will be provided by the Depositary on ADR.com. The Company,
Holders and Beneficial Owners each acknowledge and agree that the terms applicable to FX Transactions disclosed from time to time on
ADR.com will apply to any FX Transaction executed pursuant to the Deposit Agreement.
(e) The right of the Depositary to charge
and receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. Upon the
resignation or removal of the Depositary, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness
of such resignation or removal.
(f) Disclosure of Potential Depositary
Payments. The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to the
establishment and maintenance of the ADR program upon such terms and conditions as the Company and the Depositary may agree from time
to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the
ADR program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time.
(g) The Depositary may agree to reduce or
waive certain fees, charges and expenses provided herein and in the Deposit Agreement, including, without limitation, those described
in this paragraph (7) that would normally be charged on ADSs issued to or at the direction of, or otherwise held by, the Company
and/ or certain Holders and Beneficial Owners and holders and beneficial owners of Shares of the Company.
(8) Available Information. The Deposit
Agreement, the provisions of or governing Deposited Securities and any written communications from the Company, which are both received
by the Custodian or its nominee as a holder of Deposited Securities and made generally available to the holders of Deposited Securities,
are available for inspection by Holders at the offices of the Depositary in the United States, on the Commission’s Internet Website
or upon request from the Depositary (which request may be refused by the Depositary at its discretion). The Depositary will distribute
copies of such communications (or English translations or summaries thereof) to Holders when furnished by the Company.
The Company is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and accordingly files certain reports with the Commission. These reports can be inspected
and retrieved by Holders and Beneficial Owners through the EDGAR system on the Commission’s Internet Website located as of the
date of the Deposit Agreement at 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. Each Holder and Beneficial
Owner of an ADR and/or interest therein by so holding or owning an ADR and/or an interest therein, acknowledges and agrees that the Depositary
(i) is relying, and may so rely, solely on the Company’s representations, warranties, covenants and agreements in Section 13(a) of
the Deposit Agreement and this paragraph (8) of the form of ADR (Available Information), (ii) does not assume any duty
or responsibility to determine if the Company is in compliance with the registration, reporting and other requirements of the Securities
Exchange Act of 1934, and (iii) may, and is expressly authorized by each Holder and Beneficial Owner of an ADR and/or an interest
therein to, represent, warrant and certify that, based on such ongoing representations, warranties, covenants and agreements of the Company,
the Company is in compliance with the registration, reporting and other requirements of the Securities Exchange Act of 1934.
(9) Execution. This ADR shall not
be valid for any purpose unless executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary.
Dated:
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JPMORGAN CHASE BANK, N.A., as Depositary |
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By |
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Authorized Officer |
The Depositary’s office is located at 383
Madison Avenue, Floor 11, New York, New York 10179.
[FORM OF REVERSE OF ADR]
(10) Distributions on Deposited Securities;
Sales. Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability of
Holder or Beneficial Owner for Taxes, Duties and other Charges), to the extent practicable, the Depositary will distribute to each
Holder entitled thereto on the record date set by the Depositary therefor at such Holder’s address shown on the ADR Register, in
proportion to the number of Deposited Securities (on which the following distributions on Deposited Securities are received by the Custodian)
represented by ADSs evidenced by such Holder’s ADRs:
(a) Cash. Any U.S. dollars available
to the Depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or
portion thereof authorized in this paragraph (10) (“Cash”), on an averaged or other practicable basis, subject
to (i) appropriate adjustments for taxes withheld, (ii) such distribution being permissible or practicable with respect to
certain Holders, and (iii) deduction of the Depositary’s and/or its agents’ fees and expenses (subject to paragraph
(7) to the extent the Depositary engages in FX Transactions) in (1) converting any foreign currency to U.S. dollars by sale
or in such other manner as the Depositary may determine to the extent that it determines that such conversion may be made on a reasonable
basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the Depositary may determine to
the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any
governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time
and (4) making any sale by public or private means in any commercially reasonable manner. To the extent that any of the Deposited
Securities is not or shall not be entitled, by reason of its date of issuance, or otherwise, to receive the full amount of such cash
dividend, distribution, or net proceeds of sales, the Depositary shall make appropriate adjustments in the amounts distributed to the
Holders issued in respect of such Deposited Securities. To the extent the Company or the Depositary shall be required to withhold and
does withhold from any cash dividend, distribution or net proceeds from sales in respect of any Deposited Securities an amount on account
of taxes, the amount distributed on the ADSs issued in respect of such Deposited Securities shall be reduced accordingly.
To the extent the Depositary determines in its discretion
that it would not be permitted by applicable law, rule or regulation, or it would not otherwise be practicable, to convert foreign
currency into U.S. dollars and/or distribute such U.S. dollars to any or all of the Holders entitled thereto, the Depositary may in its
discretion distribute some or all of the foreign currency received by the Depositary as it deems permissible and practicable to, or retain
and hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Holders entitled
to receive the same.
(b) Shares. (i) Additional ADRs
evidencing whole ADSs representing any Shares available to the Depositary resulting from a dividend or free distribution on Deposited
Securities consisting of Shares (a “Share Distribution”) and (ii) U.S. dollars available to it resulting from
the net proceeds of public or private sales of Shares received in a Share Distribution, which Shares would give rise to fractional ADSs
if additional ADRs were issued therefor, as in the case of Cash.
(c) Rights. (i) Warrants or
other instruments in the discretion of the Depositary representing rights to acquire additional ADRs in respect of any rights to subscribe
for additional Shares or rights of any nature available to the Depositary as a result of a distribution on Deposited Securities (“Rights”),
to the extent that the Company timely furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully
distribute the same (the Company has no obligation to so furnish such evidence), or (ii) to the extent the Company does not so
furnish such evidence and sales of Rights are practicable, any U.S. dollars available to the Depositary from the net proceeds of the
public or private sales of Rights as in the case of Cash, or (iii) to the extent the Company does not so furnish such evidence
and/or such sales cannot practicably be accomplished by reason of the non-transferability of the Rights, limited markets therefor, their
short duration or otherwise, nothing (and any Rights may lapse).
(d) Other Distributions. (i) Securities
or property available to the Depositary resulting from any distribution on Deposited Securities other than Cash, Share Distributions
and Rights (“Other Distributions”), by any means that the Depositary may deem equitable and practicable, or (ii) to
the extent the Depositary deems distribution of such securities or property not to be equitable and practicable, any U.S. dollars available
to the Depositary from the net proceeds of public or private sales of Other Distributions as in the case of Cash.
(e) To the extent that the Depositary determines
in its discretion that any distribution pursuant to this paragraph (10) (Distributions on Deposited Securities) would not
be permissible by applicable law, rule or regulation, or is not otherwise practicable with respect to any or all Holders, the Depositary
may in its discretion make such distribution as it so deems permissible and practicable, including the distribution of some or all of
any Cash, foreign currency, securities or other property (or appropriate documents evidencing the right to receive some or all of any
such Cash, foreign currency, securities or other property), and/or the Depositary may retain and hold some or all of such Cash, foreign
currency, securities or other property as Deposited Securities with respect to the applicable Holders’ ADRs (without liability
for interest thereon or the investment thereof).
(f) To the extent the Depositary retains
and holds any Cash, foreign currency, securities or other property as permitted under this paragraph (10) (Distributions on
Deposited Securities), any and all fees, charges and expenses related to, or arising from, the holding thereof (including, but not
limited to those provided in paragraphs (5) and (7) of this Form of ADR (Charges of Depositary)) shall be paid
from such Cash, foreign currency, securities or other property, or the net proceeds from the sale thereof, thereby reducing the amount
so held hereunder.
(g) Sales. In all instances where
the Deposit Agreement or the form of ADR refers to a “sale” (or words of similar import) of securities or property, the Depositary
may, but shall not be obligated, to effect any such sale only if the securities to be sold are listed and publicly traded on a securities
exchange or there is a public market for the property to be sold. To the extent the securities are not so listed and publicly traded
or there is no public market for the property so distributed by the Company:
(i) the Depositary shall, in the event the
Deposit Agreement is terminated and the Depositary holds Deposited Securities that are not listed and publicly traded or property for
which there is no public market after the Termination Date, act in accordance with paragraph (17)(b) of the form of ADR in respect
of such securities and property; and
(ii) in the event the Depositary or its
Custodian receives (A) an Other Distribution under paragraph (10) consisting of securities or property that are not distributed
by the Depositary pursuant to this paragraph (10) or (B) a distribution of Rights that falls under subparagraph (10)(c)(iii) above,
the Depositary will not terminate the Deposit Agreement under paragraph (17)(a)(ii)(D) of the form of ADR but, in lieu of termination,
the Depositary will, in the case of an Other Distribution (that in the Depositary’s discretion appears to be worthless), be deemed
to have sold the aggregate number of securities and/or property so received for nominal value and shall have no obligation to distribute
such securities or any proceeds from the deemed sale thereof to the Holders and, in the case of Rights that fall under subparagraph (10)(c)(iii) above,
allow such Rights to lapse.
Furthermore, in the event the Depositary endeavors to make a public
or private sale of Shares, other securities or property, such securities and/or property may be sold in a block sale or single lot transaction.
The Depositary reserves the right to utilize a division,
branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities and/or
property hereunder. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is
considered an expense of the Depositary contemplated above and/or under paragraph (7) (Charges of Depositary). All purchases
and sales of securities will be handled by the Depositary in accordance with its then current policies, which are currently set forth
on the “Disclosures” page (or successor page) of ADR.com, the location and contents of which the Depositary shall be
solely responsible for.
(h) Any U.S. dollars available will be paid
via wire transfer and/or distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will
be withheld without liability and dealt with by the Depositary in accordance with its then current practices.
(11) Record Dates. To the extent (i) applicable
to the ADRs, (ii) practicable and (iii) agreed by the Depositary and the Company, the Depositary shall fix a record date
for the ADRs (which date shall be as close as practicable to the corresponding record date for the Deposited Securities). Such record
date for the ADRs shall be for the determination of the Holders who shall be (a) responsible for the fee assessed by the Depositary
for administration of the ADR program and for any expenses provided for in paragraph (7) hereof, as well as for the determination
of the Holders who shall be entitled to receive any distribution on or in respect of Deposited Securities, (b) entitled to give
instructions for the exercise of any voting rights, and/or (c) eligible to receive any notice or to act in respect of other matters
that only such Holders shall be so entitled or obligated.
(12) Voting of Deposited Securities.
(a) Notice of Any Meeting or Solicitation.
As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation
of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall fix the ADS record date in accordance
with paragraph (11) above provided that if the Depositary receives a written request from the Company in a timely manner and at least
thirty (30) days prior to the date of such vote or meeting, the Depositary shall, at the Company’s expense, distribute to Holders
a notice (the “Voting Notice”) stating (i) final information as is contained in the materials provided by the
Company particular to such vote and meeting and any solicitation materials, (ii) that each Holder on the record date set by the
Depositary will, subject to any applicable provisions of the laws of the Federative Republic of Brazil, be entitled to instruct the Depositary
as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder’s
ADRs and (iii) the manner in which such instructions may be given or deemed given in accordance with paragraph 12(b)(ii) below,
including instructions to give a discretionary proxy to a person designated by the Company. Each Holder shall be solely responsible for
the forwarding of Voting Notices to the Beneficial Owners of ADSs registered in such Holder’s name. There is no guarantee that
Holders and Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with
sufficient time to enable such Holder or Beneficial Owner to return any voting instructions to the Depositary in a timely manner.
(b) Voting of Deposited Securities.
(i) Following
actual receipt by the ADR department responsible for proxies and voting of Holders’ instructions (including, without limitation,
instructions of any entity or entities acting on behalf of the nominee for DTC), the Depositary shall, in the manner and on or before
the time established by the Depositary for such purpose, endeavor to vote or cause to be voted the Deposited Securities represented by
the ADSs evidenced by such Holders’ ADRs in accordance with such instructions insofar as practicable and permitted under the provisions
of or governing Deposited Securities. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities.
(ii) To
the extent that (A) the Depositary has been provided with at least thirty-five (35) days’ notice of the proposed meeting
from the Company, (B) the Voting Notice will be received by all Holders and Beneficial Owners no less than ten (10) days
prior to the date of the meeting and/or the cut-off date for the solicitation of consents, and (C) the Depositary does not receive
instructions on a particular agenda item from a Holder (including, without limitation, any entity or entities acting on behalf of the
nominee for DTC) in a timely manner, such Holder shall be deemed, and the Depositary is instructed to deem such Holder, to have instructed
the Depositary to give a discretionary proxy for such agenda item(s) to a person designated by the Company to vote the Deposited
Securities represented by the ADSs for which actual instructions were not so given by all such Holders on such agenda item(s), provided
that no such instruction shall be deemed given and no discretionary proxy shall be given (1) in connection with any material event
or transaction (i.e., for example a reorganization, recapitalization, change of control, merger, sale, disposition, acquisition or other
transformative corporate transaction, or compensation matters and/or arrangements requiring shareholder approval) or (2) unless
(a) the Company informs the Depositary in writing that (i) it wishes such proxy to be given with respect to such agenda item(s),
(ii) there is no substantial opposition existing with respect to such agenda item(s) and (iii) such agenda item(s),
if approved, would not materially or adversely affect the rights of holders of Shares, and (b) the Depositary has obtained an opinion
of counsel, in form and substance satisfactory to the Depositary, confirming that (i) the granting of such discretionary proxy
does not subject the Depositary to any reporting obligations in the Federative Republic of Brazil, (ii) the granting of such proxy
will not result in a violation of the laws, rules, regulations or permits of the Federative Republic of Brazil, (iii) the voting
arrangement and deemed instruction as contemplated herein will be given effect under the laws, rules and regulations of the Federative
Republic of Brazil, and (iv) the granting of such discretionary proxy will not under any circumstances result in the Shares represented
by the ADSs being treated as assets of the Depositary under the laws, rules or regulations of the Federative Republic of Brazil.
(iii) The
Depositary may from time to time access information available to it to consider whether any of the circumstances described in (2)(a)(ii) or
2(a)(iii) of subsection (ii) above exist, or request additional information from the Company in respect thereto. By taking
any such action, the Depositary shall not in any way be deemed or inferred to have been required, or have had any duty or responsibility
(contractual or otherwise), to monitor or inquire whether any of the circumstances described in (2)(a)(ii) or (2)(a)(iii) of
subsection (ii) above existed. In addition to the limitations provided for in paragraph (14) hereof, Holders and Beneficial Owners
are advised and agree that (a) the Depositary will rely fully and exclusively on the Company to inform the Depositary of any of
the circumstances set forth in 2(a) of subsection (ii) above, and (b) neither the Depositary, the Custodian nor any
of their respective agents shall be obliged to inquire or investigate whether any of the circumstances described in (2)(a)(ii) or
(2)(a)(iii) of subsection (ii) above exist and/or whether the Company complied with its obligation to timely inform the Depositary
of such circumstances. Neither the Depositary, the Custodian nor any of their respective agents shall incur any liability to Holders
or Beneficial Owners (i) as a result of the Company’s failure to determine that any of the circumstances described in (2)(a)(ii) or
(2)(a)(iii) of subsection (ii) above exist or its failure to timely notify the Depositary of any such circumstances or (ii) if
any agenda item which is approved at a meeting has, or is claimed to have, a material or adverse effect on the rights of holders of Shares.
Because there is no guarantee that Holders and Beneficial Owners will receive the notices described above with sufficient time to enable
such Holders or Beneficial Owners to return any voting instructions to the Depositary in a timely manner, Holders and Beneficial Owners
may be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company in such circumstances,
and neither the Depositary, the Custodian nor any of their respective agents shall incur any liability to Holders or Beneficial Owners
in such circumstances.
(iv) In
the absence of specific instructions from a Holder of ADR(s), the Depositary will abstain from voting the Shares represented by the ADSs
evidenced by such ADR(s) except if the Company exercises its rights as provided in Section 12(b)(ii).
(c) Alternative Methods of Distributing
Materials. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited
by any law, rule or regulation or by the rules, regulations or requirements of the stock exchange on which the ADSs are listed,
in lieu of distribution of the materials provided to the Depositary in connection with any meeting of or solicitation of consents or
proxies from holders of Deposited Securities, distribute to the Holders a notice that provides Holders with or otherwise publicizes to
Holders instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website
containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward
their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department
responsible for proxies and voting has received such instructions, notwithstanding that such instructions may have been physically received
by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.
(13) Changes Affecting Deposited Securities.
(a) Subject to paragraphs (4) (Certain
Limitations to Registration, Transfer etc.) and (5) (Liability of Holder or Beneficial Owner for Taxes, Duties and Other
Charges), the Depositary may, by agreement between the Company and the Depositary, without the consent of Holders, amend this ADR
or distribute additional or amended ADRs (with or without calling this ADR for exchange) or cash, securities or property on the record
date set by the Depositary therefor to reflect any change in par value, split-up, consolidation, cancellation or other reclassification
of Deposited Securities, any Share Distribution or Other Distribution not distributed to Holders or any cash, securities or property
available to the Depositary in respect of Deposited Securities from (and the Depositary is hereby authorized to surrender any Deposited
Securities to any person and, irrespective of whether such Deposited Securities are surrendered or otherwise cancelled by operation of
law, rule, regulation or otherwise, to sell by public or private sale any property received in connection with) any recapitalization,
reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all the assets of the Company.
(b) To the extent the Depositary does not
so amend this ADR or make a distribution to Holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities
or property results from any of the foregoing shall constitute Deposited Securities and each ADS evidenced by this ADR shall automatically
represent its pro rata interest in the Deposited Securities as then constituted.
(c) Promptly upon the occurrence of any of
the aforementioned changes affecting Deposited Securities, the Company shall notify the Depositary in writing of such occurrence and
as soon as practicable after receipt of such notice from the Company, may instruct the Depositary to give notice thereof, at the Company’s
expense, to Holders in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary shall give notice to the
Holders in accordance with the terms thereof, as soon as reasonably practicable.
(14) Exoneration.
(a) Force Majeure, Limitations on Liability
and Obligations. The Depositary, the Company, and each of their respective directors, officers, employees, agents and affiliates
and each of them shall:
| (i) | incur or assume no liability (including, without limitation, to Holders
or Beneficial Owners) (A) if any present or future law, rule, regulation, fiat, order
or decree of the Federative Republic of Brazil, the United States or any other country or
jurisdiction, or of any governmental or regulatory authority or any securities exchange or
market or automated quotation system, the provisions of or governing any Deposited Securities,
any present or future provision of the Company’s charter, any act of God, war, terrorism,
epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary
market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions,
cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and
immediate control shall prevent or delay, or shall cause any of them to be subject to any
civil or criminal penalty in connection with, any act which the Deposit Agreement or this
ADR provides shall be done or performed by it or them (including, without limitation, voting
pursuant to paragraph (12) hereof), or (B) by reason of any non-performance or delay,
caused as aforesaid, in the performance of any act or things which by the terms of the Deposit
Agreement it is provided shall or may be done or performed or any exercise or failure to
exercise any discretion given it in the Deposit Agreement or this ADR (including, without
limitation, any failure to determine that any distribution or action may be lawful or reasonably
practicable); |
| (ii) | incur or assume no liability (including, without limitation, to Holders
or Beneficial Owners) except to perform its obligations to the extent they are specifically
set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct
and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial
Owners; |
| (iii) | in the case of the Depositary and its agents, be under no obligation
to appear in, prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities, the ADSs or this ADR; |
| (iv) | in the case of the Company and its agents hereunder be under no obligation
to appear in, prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities, the ADSs or this ADR; and |
| (v) | not be liable (including, without limitation, to Holders or Beneficial
Owners) for any action or inaction by it in reliance upon the advice of or information from
any legal counsel, any accountant, any person presenting Shares for deposit, any Holder,
or any other person believed by it to be competent to give such advice or information and/or,
in the case of the Depositary, the Company. |
(b) Insolvency, Liability, etc.,
of Custodian, Securities Depository, Clearing Agency or Settlement System. The Depositary shall not be responsible for, and shall
incur no liability in connection with or arising from, the insolvency of (i) any Custodian that is the Company or an affiliate
of the Company (a “Company Custodian”) or (ii) any other Custodian that is not a branch or affiliate of JPMorgan
Chase Bank, N.A. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs) and, subject to the
further limitations set forth in clause (o) of this paragraph (14), the Depositary shall not be responsible for, and shall incur
no liability in connection with or arising from, any act or omission to act on the part of (i) any Company Custodian or (ii) any
Custodian other than a Company Custodian (a “Non-Company Custodian”), except for in the case of this clause (ii) with
respect to a Non-Company Custodian, to the extent that any Holder has incurred liability directly as a result of such Non-Company Custodian
having (x) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (y) failed to
use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing
in the jurisdiction in which such Non-Company Custodian is located.
The Depositary shall not be liable for the acts
or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system.
(c) The Depositary, its agents and the Company
may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be
genuine and to have been signed, presented or given by the proper party or parties.
(d) The Depositary shall be under no obligation
to inform Holders or Beneficial Owners about the requirements of the laws, rules or regulations or any changes therein or thereto
of the Federative Republic of Brazil, the United States or any other country or jurisdiction or of any governmental or regulatory authority
or any securities exchange or market or automated quotation system.
(e) The Depositary and its agents will not
be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting
instructions are given or deemed to be given in accordance with paragraph 12(b) hereof, including instructions to give a discretionary
proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by
a person to whom the Depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof or deemed to have been
instructed to grant a discretionary proxy pursuant to paragraph (12)(b) hereof, or for the effect of any such vote.
(f) The Depositary shall endeavor to effect
any sale of securities or other property and any conversion of currency, securities or other property, in each case as is referred to
or contemplated in the Deposit Agreement or the form of ADR, in accordance with the Depositary’s normal practices and procedures
under the circumstances applicable to such sale or conversion, but shall have no liability (in the absence of its own willful default
or gross negligence or that of its agents, officers, directors or employees) with respect to the terms of any such sale or conversion,
including the price at which such sale or conversion is effected, or if such sale or conversion shall not be practicable, or shall not
be believed, deemed or determined to be practicable by the Depositary. Specifically, the Depositary shall not have any liability for
the price received in connection with any public or private sale of securities (including, without limitation, for any sale made at a
nominal price), the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action,
omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.
(g) The Depositary shall not incur any liability
in connection with or arising from any failure, inability or refusal by the Company or any other party, including any share registrar,
transfer agent or other agent appointed by the Company, the Depositary or any other party, to process any transfer, delivery or distribution
of cash, Shares, other securities or other property, including without limitation upon the termination of the Deposit Agreement, or otherwise
to comply with any provisions of the Deposit Agreement that are applicable to it.
(h) The Depositary may rely upon instructions
from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution.
(i) The Depositary and its agents may own
and deal in any class of securities of the Company and its affiliates and in ADRs.
(j) Notwithstanding anything to the contrary
set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for
information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise
related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without
limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.
(k) None of the Depositary, the Custodian
or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any
Holder or Beneficial Owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder’s or Beneficial
Owner’s income tax liability.
(l) The Depositary is under no obligation
to provide the Holders and Beneficial Owners, or any of them, with any information about the tax status of the Company. None of the Depositary,
the Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability
for any tax or tax consequences that may be incurred by Holders or Beneficial Owners on account of their ownership or disposition of
the ADRs or ADSs.
(m) The Depositary shall not incur any liability
for the content of any information submitted to it by or on behalf of 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 Securities, for the validity
or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of
the Deposit Agreement or for the failure or timeliness of any notice from the Company.
(n) Notwithstanding anything herein or in
the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers
of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other
services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance
at any meetings of security holders of issuers. The Depositary and the Custodian will use reasonable care (and cause their agents to
use reasonable care) in the selection and retention of such third-party providers and local agents, and they shall be responsible for
any errors or omissions made by them in providing the relevant information or services, other than the Company if the Company is the
third-party delivery service, provider or agent.
(o) 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.
(p) The Company has agreed to indemnify the
Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances.
(q) Notwithstanding any other provision of
this Deposit Agreement or the ADRs to the contrary, neither the Depositary nor the Company, nor any of their respective agents shall
be liable to the other for any indirect, special, punitive or consequential damages (excluding reasonable fees and expenses of counsel)
or lost profits, in each case of any form (collectively, “Special Damages”) incurred by any of them, or liable to
any other person or entity (including, without limitation, Holders and Beneficial Owners) for any Special Damages, or any fees or expenses
of counsel in connection therewith, whether or not foreseeable and regardless of the type of action in which such a claim may be brought;
provided, however, that (i) notwithstanding the foregoing and, for the avoidance of doubt, the Depositary and its agents shall
be entitled to legal fees and expenses in defending against any claim for Special Damages arising out of, or in connection with, the
provision of services under this Deposit Agreement, the ADSs and the ADRs, as the same may be amended, modified or supplemented from
time to time in accordance herewith and (ii) to the extent Special Damages arise from or out of a claim brought by a third party
(including, without limitation, Holders and Beneficial Owners) against the Depositary or any of its agents, the Depositary and its agents
shall be entitled to full indemnification from the Company for all such Special Damages arising out of, or in connection with, the provision
of services under this Deposit Agreement, the ADSs and the ADRs, as the same may be amended, modified or supplemented from time to time
in accordance herewith, and reasonable fees and expenses of counsel in connection therewith, unless such Special Damages are found to
have been a direct result of the gross negligence or willful misconduct of the Depositary.
(r) No provision of the Deposit Agreement
or this ADR is intended to constitute a waiver or limitation of any rights which Holders or Beneficial Owners may have under the Securities
Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
(s) Notwithstanding anything else contained
herein or in the Prior Deposit Agreement, the Depositary shall have no liability or responsibility under the Deposit Agreement, any ADR
or any related agreement, for any period prior to the effective date of the Deposit Agreement or for any act or omission of the predecessor
to the Depositary or any of its agents (including the Custodian as defined in the Prior Deposit Agreement), under or in connection with
this Deposit Agreement, any ADRs or any related agreement.
(15) Resignation and Removal of Depositary;
the Custodian.
(a) Resignation.
The Depositary may at any time resign as Depositary by providing written notice of its election to do so delivered to the Company. Subject
to subparagraph (c) below, the Depositary’s resignation shall take effect upon the Company’s appointment of a successor
depositary and such successor depositary’s acceptance of its appointment as provided in the Deposit Agreement.
(b) Removal.
The Depositary may at any time be removed by the Company by providing no less than sixty (60) days’ prior written notice of such
removal to the Depositary. Such removal shall take effect on the later of (i) the sixtieth (60th) day after the Removal Notice
Date and (ii) the Company’s appointment of a successor depositary and such successor depositary’s acceptance of its
appointment as provided in the Deposit Agreement. For the avoidance of doubt, the Depositary shall not provide notice of resignation
upon receipt of a notice of removal in accordance with the terms set forth herein except as permitted by clauses (a)(ii)(B), (C), (D),
(E), (F) and (G) and (a)(iii) of paragraph (17) of the form of ADR (Termination).
(c) If
the Depositary provides notice of its resignation (pursuant to subparagraph (a) above), and a successor depositary is not appointed
by the sixtieth (60th) day after the Resignation Notice Date, the Depositary may terminate the Deposit Agreement and the ADR in the manner
set out in paragraph (17) (Termination) of this ADR and the provisions of said paragraph (17) shall thereafter govern the Depositary’s
obligations under the Deposit Agreement and the form of ADR.
(d) The
Custodian. After consultation with the Company, the Depositary shall appoint a substitute custodian, unless the Depositary elects
to undertake such duties itself or determinates that a custodian is not required for purposes of the Deposit Agreement, in which case
the Depositary shall perform the duties and obligations of a custodian when needed, and the term “Custodian” refers
to each Custodian or all Custodians as the context requires.
(16) Amendment. Subject to the last sentence
of paragraph (2) (Withdrawal of Deposited Securities), the ADRs and the Deposit Agreement may be amended by the Company
and the Depositary, provided that any amendment that imposes or increases any fees, charges or expenses (other than stock transfer
or other taxes and other governmental charges, transfer or registration fees, the transaction fee per cancellation request (including
any cancellation request made through SWIFT, facsimile transmission or any other method of communication) described in paragraph (7)(c)(ii) (Charges
of Depositary) of the form of ADR, applicable delivery expenses or other such fees, charges or expenses), or that shall otherwise
prejudice any substantial existing right of Holders or Beneficial Owners, shall become effective thirty (30) days after notice of such
amendment shall have been given to the Holders. Every Holder and Beneficial Owner at the time any amendment to the Deposit Agreement
so becomes effective shall be deemed, by continuing to hold such ADR, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby. In no event shall any amendment impair the right of the Holder of any ADR to surrender such ADR and receive
the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.
Any amendments or supplements that (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 of 1933 or (b) the ADSs or Shares to be traded 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 prejudice any substantial
rights of Holders or Beneficial Owners.
Notwithstanding the foregoing, if any governmental
body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit
Agreement or the form of ADR to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement
and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit
Agreement 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.
Notice of any amendment to the Deposit Agreement
or the form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific
amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the
Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval
from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary).
(17) Termination.
(a) Termination by the Depositary and
the Company.
(i) The
Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination
to the Holders at least thirty (30) days prior to the Termination Date.
(ii) The
Depositary may also terminate the Deposit Agreement by mailing notice of such termination to the Holders at least thirty (30) days prior
to the Termination Date if (A) sixty (60) days shall have expired after the Resignation Notice Date and a successor Depositary
shall not be operating under the Deposit Agreement, (B) the Company is bankrupt, in liquidation proceedings or insolvent, (C) the
ADRs are delisted from a “national securities exchange” (that has registered with the Commission under Section 6 of
the Securities Exchange Act of 1934) and/or the Shares cease to be listed on an internationally recognized securities exchange, (D) the
Company effects (or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution
representing a return of all or substantially all of the value of the Deposited Securities, (E) there are no Deposited Securities
with respect to ADSs remaining, including if the Deposited Securities are cancelled, or the Deposited Securities have been deemed to
have no value, or (G) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities
or other property are delivered in exchange for or in lieu of all Deposited Securities.
(iii) Additionally,
the Depositary may immediately terminate the Deposit Agreement, without prior notice to the Company, any Holder or Beneficial Owner or
any other person if (A) required by any law, rule or regulation relating to sanctions by any governmental authority or body,
(B) the Depositary would be subject to liability under or pursuant to any law, rule or regulation if the Deposit Agreement
were not so terminated, or (C) required by any governmental authority or body, in each case as determined by the Depositary in
its reasonable discretion.
(b) Depositary’s Obligations.
(i) After
the Termination Date, the Depositary and its agents will perform no further acts under the Deposit Agreement and this ADR, except to
receive and hold (or sell) distributions on Deposited Securities, deliver Deposited Securities being withdrawn and to take such actions
as provided in the next two paragraphs, in each case subject to payment to the Depositary of the applicable fees and expenses provided
in paragraph (7) of this Form of ADR (Charges of Depositary).
(ii) After
the Termination Date, if the Deposited Securities are listed and publicly traded on a securities exchange and the Depositary believes
that it is able, permissible and practicable to sell the Deposited Securities without undue effort, then, the Depositary may endeavor
to publicly or privately sell (as long as it may lawfully do so) the Deposited Securities, which sale may be effected in a block sale/single
lot transaction and, after the settlement of such sale(s), to the extent legally permissible and practicable, distribute or hold in an
account (which may be a segregated or unsegregated account) the net proceeds of such sale(s), less any amounts owing to the Depositary
(including, without limitation, cancellation fees), together with any other cash then held by it under the Deposit Agreement, in trust,
without liability for interest, for the pro rata benefit of the Holders entitled thereto. If the Depositary sells the Deposited
Securities, the Depositary shall be discharged from all, and cease to have any, obligations under the Deposit Agreement and the ADRs
after making such sale, except (i) to account for such net proceeds and other cash and (ii) for its obligations under Section 15
of the Deposit Agreement.
(iii) However,
if the Deposited Securities are not listed and publicly traded on a securities exchange after the Termination Date, or if, for any reason,
the Depositary does not sell the Deposited Securities, the Depositary shall use its reasonable efforts to ensure that the ADSs cease
to be DTC eligible and that neither DTC nor any of its nominees shall thereafter be a Holder, and at such time as the ADSs cease to be
DTC eligible and/or neither DTC nor any of its nominees is a Holder, to the extent the Company is not, to the Depositary’s knowledge,
insolvent or in bankruptcy or liquidation, the Depositary shall:
| (A) | cancel this ADR and all other outstanding ADRs, |
| (B) | request DTC to provide the Depositary with information on those holding
ADSs through DTC and, upon receipt thereof, revise the ADR Register to reflect the information
provided by DTC, |
| (C) | instruct its Custodian to deliver all Deposited Securities to the Company,
a subsidiary or affiliate or registered office provider of the Company (the subsidiary or
affiliate or registered office provider being the “Company Representative”)
or an independent trust company engaged by the Company (the “Trustee”)
to hold those Deposited Securities in trust for the beneficial owners of the ADRs if
the Company is not permitted to hold any of the Deposited Securities under applicable law
and/or the Company has directed the Depositary to deliver such Deposited Securities to a
Company Representative or Trustee along with a stock transfer form and/or such other instruments
of transfer covering such Deposited Securities as are needed under applicable law, in either
case referring to the names set forth on the ADR Register, and |
| (D) | provide the Company with a copy of the ADR Register (which copy may
be sent by email or by any means permitted under the notice provisions of the Deposit Agreement). |
Upon receipt of any instrument of transfer covering
such Deposited Securities and the ADR Register, the Company shall deliver to each person reflected on such ADR Register appropriate documentation
to effect the transfer to such persons of the Deposited Securities previously represented by the ADSs evidenced by their ADRs.
If the Company is in receivership, has filed for
bankruptcy and/or is otherwise in restructuring, administration or liquidation, and in any such case the Deposited Securities are not
listed and publicly traded on a securities exchange after the Termination Date, or if, for any reason, the Depositary believes it is
not able to or cannot practicably sell the Deposited Securities promptly and without undue effort, the Deposited Securities shall be
deemed to have no value (and such Holders shall be deemed to have instructed the Depositary that the Deposited Securities have no value).
The Depositary may, but shall not be obligated to, and the Holders irrevocably consent and agree that the Depositary may, instruct its
Custodian to deliver all Deposited Securities to the Company (acting, as applicable by its administrator, receiver, administrative receiver,
liquidator, provisional liquidator, restructuring officer, interim restructuring officer, trustee, controller or other entity overseeing
the bankruptcy, insolvency, administration, restructuring or liquidation process) for the benefit of Holders and notify the Company that
the Deposited Shares are surrendered to the Company for the benefit of Holders for no consideration. The Company shall, subject to applicable
law, promptly accept the surrender of the Deposited Shares for the benefit of Holders for no consideration and deliver to the Depositary
a written notice confirming (A) the acceptance of the surrender of the Deposited Securities for no consideration and (B) the
cancellation of such Deposited Shares. Promptly after notifying the Company that the Deposited Shares are surrendered for no consideration
and irrespective of whether the Company has complied with the immediately preceding sentence, the Depositary shall notify Holders that
their ADSs have been cancelled with no consideration being payable to Holders.
Upon the Depositary’s compliance with the
provisions of this subparagraph (17)(b)(iii), the Depositary and its agents shall be discharged from all, and cease to have any, obligations
under the Deposit Agreement and the ADRs.
(c) Company’s Obligations. After
the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations under
this paragraph (17) and its obligations to the Depositary and its agents.
(18) Appointment; Acknowledgements and Agreements.
Each Holder and each Beneficial Owner, upon acceptance of any ADSs or ADRs (or any interest in any of them) 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), (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, and (c) acknowledge and agree that (i) nothing in the Deposit Agreement
or any ADR shall give rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary or similar relationship
among such parties, (ii) the Depositary, its divisions, branches and affiliates, and their respective agents, may from time to
time be in the possession of non-public information about the Company, Holders, Beneficial Owners and/or their respective affiliates,
(iii) the Depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with the Company,
Holders, Beneficial Owners and/or the affiliates of any of them, (iv) the Depositary and its divisions, branches and affiliates
may, from time to time, be engaged in transactions in which parties adverse to the Company or the Holders or Beneficial Owners and/or
their respective affiliates may have interests, (v) nothing contained in the Deposit Agreement or any ADR(s) shall (A) preclude
the Depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or maintaining
any such relationships, or (B) obligate the Depositary or any of its divisions, branches or affiliates to disclose any such transactions
or relationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the Depositary
shall not be deemed to have knowledge of any information held by any branch, division or affiliate of the Depositary and (vii) notice
to a Holder shall be deemed, for all purposes of the Deposit Agreement and this ADR, to constitute notice to any and all Beneficial Owners
of the ADSs evidenced by such Holder’s ADRs. For all purposes under the Deposit Agreement and this ADR, the Holder hereof shall
be deemed to have all requisite authority to act on behalf of any and all Beneficial Owners of the ADSs evidenced by this ADR.
(19) Waiver. EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN, ADSS OR ADRS) HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION
OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED ON OR RELATING IN ANY WAY TO THE
SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN,
OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY), INCLUDING, WITHOUT LIMITATION,
ANY SUIT, ACTION, CLAIM OR PROCEEDING UNDER THE UNITED STATES FEDERAL SECURITIES LAWS. No provision of the Deposit Agreement or this
ADR is intended to constitute a waiver or limitation of any rights that a Holder or any Beneficial Owner may have under the Securities
Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
(20) Jurisdiction. By holding or owning
an ADR or ADS or an interest therein, Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding
against or involving Holders or Beneficial Owners brought by the Company or the Depositary, arising out of or based upon the Deposit
Agreement, the ADSs, the ADRs or the transactions contemplated therein, herein, thereby or hereby, may be instituted in a federal or
state court in New York, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection
that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction
of such courts in any such suit, action or proceeding.
By holding or owning an ADR or ADS or an interest
therein, Holders and Beneficial Owners each also irrevocably agree that any legal suit, action or proceeding against or involving the
Depositary and/or the Company brought by Holders or Beneficial Owners, arising out of or based upon the Deposit Agreement, the ADSs,
the ADRs or the transactions contemplated therein, herein, thereby or hereby, including, without limitation, claims under the Securities
Act of 1933, may be instituted only in the United States District Court for the Southern District of New York (or in the state courts
of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject
matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District
of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable).
(21) Elective Distributions in Cash or Shares.
Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares,
the Company shall give notice thereof to the Depositary prior to the proposed distribution stating whether or not it wishes such elective
distribution to be made available to Holders. Upon receipt of notice indicating that the Company wishes such elective distribution to
be made available to Holders, 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. Upon
agreement between the Company and the Depositary, the Depositary shall make such elective distribution available to Holders only if (i) the
Company shall have timely requested that the elective distribution is 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 14 of the Deposit Agreement including, without limitation, any legal opinions of counsel in any applicable
jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company. If the above conditions are
not satisfied, the Depositary shall, to the extent permitted by law and after consultation with the Company, distribute to the Holders,
on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either
(x) cash or (y) additional ADSs representing such additional Shares. If the above conditions are satisfied, the Depositary
shall establish a record date and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in
additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Nothing herein shall
obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can
be no assurance that Holders or Beneficial Owners generally, or any Holder and/or Beneficial Owner in particular, will be given the opportunity
to receive elective distributions on the same terms and conditions as the holders of Shares.
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