Limitations on Obligations and Liability to ADR Holders
Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs
The deposit agreement expressly limits the obligations and liabilities of the depositary, ourselves and our respective agents. Neither we nor the depositary nor any such agent will be liable if any of us:
• is prevented or hindered in performing any obligation by circumstances beyond our control, including, without limitation, requirements of law, rule, regulation, the terms of the deposited securities, and acts of God;
• exercises or fails to exercise discretion authorized under the deposit agreement;
• performs our obligations without gross negligence or bad faith;
• takes any action based on advice or information from legal counsel, accountants, any person presenting shares for deposit, any holder, or any other qualified person; or
• relies on any documents we believe in good faith to be genuine and to have been properly executed.
Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs. The depositary and its agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in its opinion may involve it in expense or liability, if indemnity satisfactory to it against all expense, including reasonable fees and disbursements of counsel, and liability is furnished as often as it requires.
The depositary will not be responsible for failing to carry out instructions to vote the ADSs, for the manner in which the ADSs are voted or the effect of the vote.
The depositary may own and deal in deposited securities and in ADSs.