Exhibit (a)(2)
EXHIBIT A
ANNEXED TO AND INCORPORATED IN
DEPOSIT AGREEMENT
[FORM OF FACE OF ADR]
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Number |
No. of ADSs:
__________
Each ADS represents
One Share
CUSIP: |
AMERICAN DEPOSITARY RECEIPT
evidencing
AMERICAN DEPOSITARY SHARES
representing
ORDINARY SHARES
of
KONINKLIJKE KPN N.V.
(Incorporated under the laws of The Netherlands)
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
depositary hereunder (the "Depositary"), hereby certifies that
is the registered owner (a "Holder") of
American Depositary Shares ("ADSs"), each (subject to paragraph (13)) representing one ordinary share (including
the rights to receive Shares described in paragraph (1), "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 Koninklijke
KPN N.V., a corporation organized under the laws of The Netherlands (the "Company"), deposited under the Second Amended
and Restated Deposit Agreement dated as of June 20, 2013 (as amended from time to time, the "Deposit Agreement")
among the Company, the Depositary and all Holders 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 laws of the State of New York.
(1) Issuance
of ADRs. This ADR is one of the ADRs issued under the Deposit Agreement. Subject to paragraph (4),
the Depositary may so issue ADRs for delivery at the Transfer Office (defined in paragraph (3)) only against deposit with the
Custodian of: (a) Shares in form satisfactory to the Custodian; (b) rights to receive Shares from the Company or
any registrar, transfer agent, clearing agent or other entity recording Share ownership or transactions; or, (c) other rights
to receive Shares (until such Shares are actually deposited pursuant to (a) or (b) above, "Pre-released ADRs") only
if (i) Pre-released ADRs are fully collateralized (marked to market daily) with cash or U.S. government securities held by
the Depositary for the benefit of Holders (but such collateral shall not constitute "Deposited Securities"), (ii)
each recipient of Pre-released ADRs agrees in writing with the Depositary that such recipient or its customer (a)
beneficially owns such Shares, (b) assigns all beneficial right, title and interest therein to the Depositary, (c) holds such
Shares for the account of the Depositary and (d) will deliver such Shares to the Custodian as soon as practicable and
promptly upon demand therefor and (iii) all Pre-released ADRs evidence not more than 20% of all ADSs (excluding those
evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to disregard such
limit from time to time as it deems appropriate and may, with the Company’s prior written consent, change such limit
for purposes of general application. The Depositary may retain for its own account any earnings on collateral for
Pre-released ADRs and its charges for issuance thereof. At the request, risk and expense of the person depositing
Shares, the Depositary may accept deposits for forwarding to the Custodian and may deliver ADRs at a place other than its
office. Every person depositing Shares under the Deposit Agreement represents and warrants that such Shares are
validly issued and outstanding, fully paid, nonassessable and free and clear of any lien, encumbrance, security interest,
charge, pledge or restriction on transfer and were not acquired in violation of any pre-emptive rights, that the person
making such deposit is duly authorized so to do and that such Shares are not subject to any other restriction on sale,
transfer or deposit under the laws of the United States or of the Netherlands, or under a shareholders' agreement or the
Company's Articles of Association or any applicable regulations of any securities exchange. If any such
representations or warranties are incorrect in any respect, the Company and the Depositary shall be authorized, at the cost
and expense of the person depositing such Shares, to take any and all actions necessary to correct the consequences
thereof. Such representations and warranties shall survive the deposit of Shares and issuance of ADRs. The
Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the
Securities Act of 1933 and not so registered; the Depositary shall refuse to accept for such deposit any Shares
specifically identified in writing by the Company for such limited period of time as is legally required to facilitate the
Company's compliance with such Act.
(2) Withdrawal
of Deposited Securities. Subject to paragraphs (4) and (5), upon surrender of (i) a certificated ADR in form satisfactory
to the Depositary at the Transfer Office or (ii) proper instructions and documentation in the case of a Direct Registration ADR,
the Holder hereof is entitled to delivery at, or to the extent in dematerialized form from, the Custodian's office 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 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 of
ADRs. The Depositary or its agent will keep, at a designated transfer office in the Borough of Manhattan, The
City of New York (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) 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 to any holder
of an ADR, unless such holder is the Holder thereof. Subject to paragraphs (4) and (5), 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 at any time or from time to time when deemed expedient by it or requested by the
Company. 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. 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), 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) 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 ownership of 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. 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), the withdrawal 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
advisable by the Depositary.
(5) Taxes. If
any tax or other governmental charge 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. 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), 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 (after attempting by reasonable means to notify the Holder hereof prior
to such sale), 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. 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. Each Holder of an ADR or an interest
therein agrees to indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees,
agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to
taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or
other tax benefit obtained. The Depositary is under no obligation to provide the Holders or any other persons with any
information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that
may be incurred by Holders or holders of interests in ADRs on account of their ownership of the ADSs, including without
limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign
Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or
otherwise.
(6) Disclosure
of Interests. 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 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 all persons holding ADRs agree
to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable Company instructions
in respect thereof. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of
the Deposited Securities so as to permit the Company to deal directly with the Holder thereof as a holder of Shares and Holders
agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to
inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable
assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which
it may enforce such rights with respect to any Holder.
(7) Charges
of Depositary. The Depositary may charge each person to whom ADSs are issued against deposits of Shares,
including deposits in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph
(10)), and each person surrendering ADSs for withdrawal of Deposited Securities, U.S. $5.00 for each 100 ADSs (or portion
thereof) delivered or surrendered. 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. The following additional charges shall be incurred by the Holders, by any party depositing or withdrawing
Shares or by any party surrendering ADRs or to whom ADRs are issued (including, without limitation, issuance pursuant to a
stock dividend or stock split declared by the Company or an exchange of stock regarding the ADRs or the Deposited Securities
or a distribution of ADRs pursuant to paragraph (10)), whichever is applicable (i) to the extent not prohibited by the rules
of the primary stock exchange upon which the ADSs are listed, a fee of $.02 or less per ADS (or portion thereof)
for any Cash distribution made pursuant to the Deposit Agreement, (ii) to the extent not prohibited by the rules of the
primary stock exchange upon which the ADSs are listed, a fee of $1.50 per ADR or ADRs for transfers made pursuant to
paragraph (3) hereof, (iii) a fee for the distribution or sale of securities pursuant to paragraph (10) hereof, such fee
being in an amount equal to the fee for the execution and delivery of ADSs referred to above which would have been charged as
a result of the deposit of such securities (for purposes of this paragraph (7) treating all such securities as if they were
Shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to
Holders entitled thereto, (iv) to the extent not prohibited by the rules of the primary stock exchange upon which
the ADSs are listed, a fee of US$0.02 per ADS (or portion thereof) per year for the services performed by the Depositary in
administering the ADRs (which fee shall be assessed against Holders as of the record date or dates set by the Depositary not
more than once 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 (v) such fees and
expenses as are incurred by the Depositary (including without limitation 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
delivery of Deposited Securities or otherwise in connection with the Depositary's or its Custodian's compliance with
applicable law, rule or regulation. The Company will pay all other charges and expenses of the Depositary and any agent of
the Depositary (except the Custodian) only pursuant to written agreements entered into 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) cable, telex and facsimile transmission and delivery charges incurred at the request of
persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or
Holders), (iii) transfer or registration fees 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; there are no such fees in respect of the Shares as of the date of the Deposit
Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency into U.S. dollars (which
are paid out of such foreign currency), and (v) any other charge payable by any of the Depositary, any of the Depositary=s
agents, including, without limitation, the custodian, or the agents of the Depositary=s
agents in connection with the servicing of the Shares or other Deposited Securities (which charge shall be assessed 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 from one or more cash dividends or other cash
distributions). Except to the extent the Company is depositing Shares hereunder (in which case it may be subject
to the charges and expenses set forth in (i), (ii) and (iii) of the immediately preceding sentence) or is a Holder (in which
case it may be subject to the charges and expenses set forth in (v) of the immediately preceding sentence), the Company shall
not be responsible for paying any of the charges or expenses described in (i) - (v) set forth in the immediately preceding
sentence. Subject to the notice provisions of paragraph (16) hereof, such charges may at any time and from
time to time be changed by agreement between the Company and the Depositary
(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 and the Custodian and at the Transfer
Office. The Depositary will distribute copies of such communications (or English translations or summaries thereof)
to Holders when furnished by the Company. The Company publishes information in English required to maintain the exemption from
registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (https://overons.kpn/en/the-company)
or through an electronic information delivery system generally available to the public in its primary trading market. The Depositary
does not assume any duty to determine if the Company is complying with the current requirements of Rule 12g3-2(b) under the Securities
Exchange Act of 1934 or to take any action if the Company is not complying with those requirements.
(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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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Depositary |
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By |
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Authorized Officer |
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By |
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Authorized Officer |
The Depositary's office is located at 60
Wall Street, New York, New York 10005.
[FORM OF REVERSE OF ADR]
(10) Distributions on Deposited
Securities. Subject to paragraphs (4) and (5), 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 impermissible or impracticable with
respect to certain Holders, and (iii) deduction of the Depositary's expenses 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. (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 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 sales of Rights as in the case of Cash, or (iii) to the extent the Company does not so furnish such evidence and such sales
cannot practicably be accomplished by reason of the nontransferability 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 sales of Other Distributions as in the case of Cash. Such U.S. dollars available will be 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. The
Depositary may, after consultation with the Company if practicable, fix a record date (which, to the extent applicable, shall be
as near as practicable to any corresponding record date set by the Company with respect to the Shares) for the determination of
the Holders who shall be 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, to give instructions for the exercise of any voting rights, to receive any notice or
to act in respect of other matters and only such Holders of record on the close of business (New York time) on such date shall
be so entitled or obligated.
(12) Voting of Deposited
Securities. As soon as practicable after receipt from the Company of notice of any meeting or solicitation of
consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall distribute to Holders a notice
stating (a) such information as is contained in such notice and any solicitation materials delivered by the Company to the
Depositary, (b) that each Holder on the record date set by the Depositary therefor will, subject to any applicable provisions
of the law of The Netherlands, be entitled to instruct the Depositary as to the exercise of the voting rights, if
any, pertaining to the whole number of Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (c)
the manner in which such instructions may be given, including instructions to give a discretionary proxy to a person
designated by the Company. Upon receipt of instructions of a Holder on such record date in the manner and on or
before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and
permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities
represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. The Depositary will
not itself exercise any voting discretion in respect of any Deposited Securities. To the extent such instructions
are not so received by the Depositary from any Holder, the Depositary shall deem such Holder to have so instructed the
Depositary to give a discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar as
practicable and permitted under the provisions of or governing Deposited Securities to give a discretionary proxy to a person
designated by the Company to vote the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs as to
which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary
proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to
provide such information promptly in writing) or the Depositary reasonably believes (in the case of (y) or (z) below) that
(x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) materially affects the rights of
holders of Shares. For purposes hereof, by way of example and not limitation, it is agreed that routine matters, such as
appointing auditors and directors (except where a competing director or slate of directors is proposed), appointing
Supervisory Board members (except where a competing Supervisory Board member or slate of members is proposed), approving the
Annual Report and resolutions to approve the public offering or private placement of de minimis amounts of securities (i.e.
issuances of Shares which, based on the number of Shares issued and outstanding prior to giving effect to such issuance,
represents less than ten percent of the then outstanding Shares), would not materially affect the rights of holders of
Shares.
Notwithstanding anything to the contrary
contained herein, the Depositary shall not be obligated to give any such deemed instruction with respect to any vote, unless and
until the Depositary has been provided with an opinion of counsel to the Company, in form and substance reasonably satisfactory
to the Depositary, to the effect that (i) the granting of such discretionary proxy does not subject the Depositary to any reporting
obligations in the Netherlands, (ii) the granting of such proxy will not result in a violation of Dutch law, rule, regulation or
permit, (iii) the voting arrangement and proxy as contemplated herein will be given effect under Dutch law, rule and regulation,
(iv) the Depositary will not be deemed to be authorized to exercise any discretion when voting in accordance with the terms of
this paragraph (12) under Dutch law, rule or regulation and, (v) the Depositary will not be subject to any liability under Dutch
law, rule or regulation for losses arising from the exercise of the voting arrangements set forth in this paragraph (12). For
purposes of (v) above, counsel to the Company may assume in such opinion that the Depositary has complied with the instructions
received from Holders (or deemed to so have received) as set forth in this paragraph (12) and that such liability or losses did
not arise due to the gross negligence or willful misconduct of the Depositary or its agents (which agents shall not include the
person appointed by the Company to receive the deemed discretion of those Holders from whom voting instructions were not timely
received).
There is no guarantee that Holders generally
or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting
instructions to the Depositary in a timely manner.
(13) Changes Affecting Deposited
Securities. Subject to paragraphs (4) and (5), the Depositary may, in its discretion, 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, and 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.
(14) Exoneration. Each
of the Depositary, the Company, their agents and each of them shall: (a) incur no liability to any Holder, beneficial owners of
an interest in ADSs or third party (i) if any present or future law, rule or regulation of the United States, The Netherlands
or any other country, 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 or other circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty
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 (ii) by reason of any exercise or failure to exercise any discretion given it in
the Deposit Agreement or this ADR; (b) assume no liability to any Holder, beneficial owner of an interest in ADSs or third party
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; (c) 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 or this ADR; (d) 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 or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory
to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required;
or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or
information. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice,
request, direction or other document believed by them to be genuine and to have been signed or presented by the proper party or
parties. The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote
any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The
Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. 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 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. In the Deposit Agreement, 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. Neither
the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests
in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933
is intended by any provision hereof.
(15) Resignation and
Removal of Depositary; the Custodian. Resignation and Removal of the Depositary; Appointment of Successor
Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of
resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery
thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the
Company, be entitled to terminate the Deposit Agreement as contemplated under the provisions of the Deposit Agreement), or
(ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the
Deposit Agreement, save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in
accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time
shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor
depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of
written notice of resignation as provided in the Deposit Agreement. The Depositary may at any time be removed by
the Company by written notice of such removal which removal shall be effective on the later of (i) the 90th day after
delivery thereof to the Depositary (whereupon the Depositary shall be entitled to terminate the Deposit Agreement as
contemplated under the provisions of the Deposit Agreement), or (ii) upon the appointment by the Company of a successor
depositary and its acceptance of such appointment as provided in the Deposit Agreement save that, any amounts, fees, costs or
expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in
writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In
case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to
appoint a successor depositary which shall be a bank or trust company having an office in the Borough of Manhattan, the City
of New York. The Company shall give notice to the Depositary of the appointment of a successor depositary not more
than 90 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided
in this paragraph (15) and the Deposit Agreement. In the event that a successor depositary is not appointed or
notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence,
the Depositary shall be entitled to terminate the Deposit Agreement as contemplated under the provisions of the Deposit
Agreement. 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 (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations
of its predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the
Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor
hereunder (other than as contemplated in the Deposit Agreement), (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 Receipts and such other information relating to Receipts and Holders thereof as the successor may reasonably
request. Any such successor depositary shall promptly mail notice of its appointment to such Holders. Any
corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without
the execution or filing of any document or any further act.
The Depositary may appoint substitute
or additional Custodians 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), 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 or charges (other than stock transfer or other taxes and other governmental
charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or
that shall otherwise prejudice any substantial existing right of Holders, shall become effective 30 days after notice of such amendment
shall have been given to the Holders. Every Holder of an ADR 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 which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for
(a) the ADSs to be registered on Form F-6 under the Securities Act 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. 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.
(17) Termination. 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 of all ADRs then outstanding at least 90 days prior to the date fixed in such notice for such termination
provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms
of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the
Depositary from time to time, before such termination shall take effect. If 90 days shall have expired after (i) the Depositary
shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the
Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed
and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement
by mailing notice of such termination to the Holders of all ADRs then outstanding at least 30 days prior to the date fixed for
such termination. On and after the date of termination of the Deposit Agreement, the Holder will, upon surrender of such Holder's
ADR at the Transfer Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of ADRs referred
to in paragraph (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon
payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of
Deposited Securities represented by such ADR. If any ADRs shall remain outstanding after the date of termination of the Deposit
Agreement, the Registrar thereafter shall discontinue the registration of transfers of ADRs, and the Depositary shall suspend the
distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the
Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited
Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject
to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received
with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for ADRs surrendered to the
Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a
ADR, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable
taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination
of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested
the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without
liability for interest for the pro rata benefit of the Holders of ADRs whose ADRs have not theretofore been surrendered. After
making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the ADRs
and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging,
as the case may be, in each case the charges of the Depositary for the surrender of an ADR, any expenses for the account of the
Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges
or assessments). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the
Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement
and ADRs of Holders and beneficial owners of an interest in ADSs outstanding as of the effective date of any termination
shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders
to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of
their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior
to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination).
(18) Appointment. Each
Holder and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance
with the terms and conditions of the Deposit Agreement shall be deemed for all purposes to (a) be a party to and bound by the
terms of the Deposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power
to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s),
to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole
discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the
taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.
