Unassociated Document
Rule
424(b)(3) 333-125023
UNDER
MEXICAN LAW AND THE CONCESSION GRANTED TO
TELEFONOS
DE MEXICO, S.A. DE C.V., FOREIGN STATES,
MEXICAN
RADIO OR TELEVISION CONCESSIONAIRES AND
PERSONS
PARTICIPATING IN RADIO BROADCASTING MAY NOT
DIRECTLY
OR INDIRECTLY OWN SHARES OF ANY SERIES OF CAPITAL
STOCK
OF
TELEFONOS DE MEXICO, S.A.B. DE C.V.
AMERICAN
DEPOSITARY RECEIPT
evidencing
AMERICAN
DEPOSITARY SHARES
representing
SERIES
L
SHARES
of
TELEFONOS
DE MEXICO, S.A.B. DE C.V.
Incorporated
under the
laws
of
the United Mexican States
No.
________________________
JPMORGAN
CHASE BANK, N.A., a national banking association organized under the laws of
the
United States, as depositary (the "Depositary"), hereby certifies
that__________________________________________is the owner of ______________
American Depositary Shares, representing deposited Series L Shares, without
par
value, including rights to receive such Series L Shares ("Shares,@
provided
that Series L Shares of any subseries shall not be Shares hereunder until they
are entitled to the same rights, including with respect to dividends or other
distributions, as Shares constituting Deposited Securities, as such term is
hereinafter defined), of TELEFONOS DE MEXICO, S.A.B. DE C.V., a corporation
organized under the laws of the United Mexican States (the "Company"). At the
date hereof, each American Depositary Share represents twenty Shares deposited
under the Deposit Agreement (hereinafter defined) at the Mexico City office
of
Banco Inbursa, S.A., as Custodian (the "Custodian").
(1) The
Deposit Agreement.
This
American Depositary Receipt is one of the receipts (the "Receipts") executed
and
delivered pursuant to the Amended and Restated Deposit Agreement dated as of
September 29, 2006 (as amended from time to time, the "Deposit Agreement ")
by
and among the Company, the Depositary and all registered holders (AHolders")
from time to time of Receipts, each of whom by accepting a Receipt becomes
a
party thereto, bound by all applicable terms and provisions thereof and hereof.
The Deposit Agreement sets forth the rights of Holders and the rights and duties
of the Depositary in respect of the Shares deposited thereunder and any and
all
other securities, property and cash from time to time received in respect of
such Shares and held thereunder (such Shares, securities, property and cash
collectively, the "Deposited Securities"). Copies of the Deposit Agreement
and
of the Company's provisions of or governing Deposited Securities are on file
at
the Depositary's Office, the office of the Custodian and at any other designated
transfer office. The statements made on the face and the reverse of this Receipt
are summaries of certain provisions of the Deposit Agreement and are qualified
by and subject to the detailed provisions thereof. The Depositary makes no
representation or warranty as to the validity or worth of the Deposited
Securities.
(2) Withdrawal
of Deposited Securities.
Upon
surrender of this Receipt and payment of the fee of the Depositary provided
for
in paragraph (8) of this Receipt at the Depositary's Office or at such other
offices as it may designate, subject to the Deposit Agreement and the provisions
of or governing the Deposited Securities, the Holder hereof is entitled to
the
delivery as promptly as practicable at the office of the Custodian to such
Holder or upon such Holder's order of the Deposited Securities at the time
represented by the American Depositary Shares evidenced by this Receipt. At
the
request, risk and expense of the Holder hereof, the Depositary may deliver
such
Deposited Securities at the Depositary's Office or at such other place as may
have been requested by the Holder. Delivery of Deposited Securities may be
made
by the delivery of certificates to the extent such Deposited Securities may
be
represented by certificates. Notwithstanding any other provision of the Deposit
Agreement or this Receipt, the Depositary may restrict the withdrawal of
Deposited Securities only for the reasons set forth in General Instruction
I.A.(l) to Form F-6 under the Securities Act of 1933.
(3) Transfers,
Split-ups and Combinations.
This
Receipt is transferable on the register maintained by the Depositary by the
Holder hereof in person or by duly authorized attorney,
upon surrender of this Receipt at any designated transfer office properly
endorsed or accompanied by proper instruments of transfer and duly stamped
as
may be required by applicable law; provided
that the
Depositary may close the Receipt register at any time or from time to time
when
deemed expedient by it in connection with the performance of its duties under
the Deposit Agreement or at the request of the Company. This Receipt may be
split into other Receipts or may be combined with other Receipts into one
Receipt, evidencing the same
aggregate
number of American Depositary Shares as those evidenced by the Receipt or
Receipts surrendered.
(4) Certain
Limitations.
Prior
to the execution and delivery, registration, registration of transfer, split-up
or combination of any Receipt, the delivery of any distribution in respect
thereof, or the withdrawal of any Deposited Securities, the Depositary, the
Company or the Custodian may require: (a) payment of (i) any stock transfer
or
other tax or other governmental charge with respect thereto, (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 (8) of this Receipt; (b) the
production of proof satisfactory to it of the identity and genuineness of any
signature and of such other information (including without limitation
information as to citizenship, residence, exchange control approval, or legal
or
beneficial ownership of any securities) as it may deem necessary or proper
or as
the Company may require; and (c) compliance with such regulations, if any,
as
the Depositary and the Company may establish consistent with the Deposit
Agreement. The delivery of Receipts against deposits of Shares may be suspended,
deposits of Shares may be refused, or the registration of transfer of Receipts,
their split-up or combination or the withdrawal of Deposited Securities may
be
suspended, generally or in particular instances, when the Receipt register
or
any register for Shares or other Deposited Securities is closed or when any
such
action is deemed necessary or advisable by the Depositary or the Company.
Notwithstanding the foregoing or any other provision of the Deposit Agreement
or
this Receipt, the Depositary may restrict the withdrawal of Deposited Securities
only for the reasons set forth in Instruction IA(l) to Form F-6 under the
Securities Act of 1933. Neither the Depositary nor the Custodian will lend
Deposited Securities. The Depositary may issue Receipts against rights to
receive Shares from the Company, or any registrar, transfer agent, clearing
agency or other entity recording Share ownership or transactions. The Depositary
will not issue Receipts against other rights to receive Shares unless (i) such
Receipts are fully collateralized (marked to market daily) with cash or U.S.
government securities until such Shares are deposited, (ii) the applicant for
such Receipts represents in writing that it was the beneficial owner of such
Shares before the issuance of Receipts, and has assigned all beneficial right,
title and interest in such Shares to the Depositary for the benefit of the
Holders and will hold them for the account of the Depositary until delivery
upon
the Depositary's request and (iii) all such Receipts represent not more than
20%
of the Shares actually deposited. Such collateral, but not the earnings thereon,
will be held for the benefit of the Holders. The Depositary may retain for
its
own account any compensation for the issuance of Receipts against such other
rights to receive Shares, including without limitation earnings on the
collateral securing such rights. 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 may refuse
to
accept for such deposit any Shares identified by the Company in order to
facilitate the Company's compliance with securities laws of the United States
and Canada.
(5) Liability
of Holder for 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 Receipt or any Deposited
Securities represented by the American Depositary Shares evidenced by this
Receipt, such tax or other governmental charge shall be payable by the Holder
hereof, who shall pay the amount thereof to the Depositary. The Depositary
may
refuse to effect any registration of transfer of this Receipt or any split-up
or
combination hereof or any withdrawal of such Deposited Securities until such
payment is made, and may withhold or deduct from any distributions on such
Deposited Securities, or may sell 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 cash or the
proceeds of any such sale in payment of such tax or other governmental charge,
the Holder hereof remaining liable for any deficiency.
(6) Warranties
by Depositor.
Every
person depositing Shares under the Deposit Agreement shall be deemed thereby
to
represent and warrant that such Shares and each certificate therefor are validly
issued and outstanding, fully paid, nonassessable and free of pre-emptive
rights, and that the person making such deposit is duly authorized so to do
and
that such Shares (A) are not "restricted securities" as such term is defined
in
Rule 144 under the Securities Act of 1933 unless at the time of deposit they
may
be freely transferred in accordance with Rule 144(k) and may otherwise be
offered and sold freely in the United States or (B) or are offered or sold
in
transactions registered under the Securities Act of 1933. Such representations
and warranties shall survive the deposit of Shares and issuance of
Receipts.
(7) Disclosure
of Interests.
To the
extent that provisions of or governing any Deposited Securities may require
the
disclosure of beneficial or other ownership of Deposited Securities, other
Shares and other securities to the Company and may provide for blocking transfer
and voting or other rights to enforce such disclosure or limit such ownership,
the Depositary has agreed to use its reasonable efforts to comply with Company
instructions as to Receipts in respect of any such enforcement or limitation
and
Holders and all persons taking and holding Receipts thereby agree to comply
with
all such disclosure requirements and ownership limitations and to cooperate
with
the Depositary in the Depositary's compliance with such Company
instructions.
(8) Charges
of Depositary.
For the
benefit of the Depositary and/or the Company, the Depositary may collect from
(i) each person to whom American Depositary Shares are issued, including,
without limitation, issuances against deposits of Shares, issuances
under Section 4.02, 4.03 and/or 4.04 of the Deposit Agreement, 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 American Depositary Shares or the Deposited
Securities, and (ii) each person surrendering American Depositary Shares
for withdrawal of Deposited Securities or whose American Depositary Shares
are
cancelled or reduced for any other reason, U.S. $5.00 for each 100 American
Depositary Shares (or portion thereof) issued, delivered, reduced,
cancelled or surrendered (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. The following additional charges shall be incurred by the
Holders, by any party depositing or withdrawing Shares or by any party
surrendering American Depositary Shares, to whom American Depositary Shares
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
American Depositary Shares or the Deposited Securities or a distribution of
American Depositary Shares under Section 4.02, 4.03 or 4.04 of the Deposit
Agreement), whichever is applicable (i) a fee of $.02 or less per American
Depositary Share (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 American Depositary Shares are listed,
a
fee of $1.50 per Receipt or Receipts for transfers made hereunder, (iii) a
fee
for the distribution or sale of securities pursuant to the Deposit Agreement,
such fee being in an amount equal to the fee for the execution and delivery
of
American Depositary Shares referred to above which would have been charged
as a
result of the deposit of such securities (for purposes hereof 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)
a
fee of up to US$0.02 per American Depositary Share (or portion thereof) per
year
for the services performed by the Depositary in administering the Receipts
(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) 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) cable, telex and
facsimile transmission and delivery charges incurred at the request of persons
depositing, or Holders delivering Shares, Receipts 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). Such charges may at any time and
from time to time be changed by agreement between the Company and the
Depositary.
(9) Title
to Receipts.
Title
to this Receipt (and to the Deposited Securities represented by the American
Depositary Shares evidenced hereby), when properly endorsed or accompanied
by
proper instruments of transfer, is transferable by delivery with the same effect
as in the case of a negotiable instrument; provided
that the
Company and the Depositary, notwithstanding any notice to the contrary, may
treat the person in whose name this Receipt is registered on the register
maintained by the Depositary as the absolute owner hereof for the purpose of
determining the person entitled to any distribution or notice and for all other
purposes.
(10) Validity
of Receipt.
This
Receipt shall not be entitled to any benefits under the Deposit Agreement or
be
valid or obligatory for any purpose unless executed by the Depositary by the
manual signature of a duly authorized officer of the Depositary or, if a Receipt
registrar for the Receipts shall have been appointed, by the manual signature
of
a duly authorized officer of such registrar or any co-registrar.
(11) Available
Information.
The
Company furnishes the Securities and Exchange Commission with certain public
reports and documents required by foreign law or otherwise under the Securities
Exchange Act of 1934. Such reports and documents may be inspected and copied
at
the public reference facilities maintained by the Commission and located at
the
date of the Deposit Agreement at 100 F Street, N.E., Washington, D.C. 20549.
Such reports and documents, and all reports and communications referred to
in
paragraph (16), shall be in English to the extent required under the Securities
Exchange Act of 1934, or to the extent any such notice, report or communication
has been translated by the Depositary.
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Dated:
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JPMORGAN
CHASE BANK, N.A., as Depositary
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As
of the
date of the Deposit Agreement, the address of the Depositary's Office is 4
New
York Plaza, New York, New York 10004.
[FORM
OF
REVERSE OF RECEIPT]
SUMMARY
OF CERTAIN ADDITIONAL PROVISIONS
OF
THE
DEPOSIT AGREEMENT
(12) Distributions
Upon Deposited Securities.
Whenever the Depositary or the Custodian shall receive any cash dividend or
other cash distribution upon any Deposited Securities, the Depositary shall,
subject to the Deposit Agreement, on the payment date established by the
Depositary, distribute the amount thus received, by checks drawn on a bank
in
The United States, to the Holders on the record date set by the Depositary
therefor of Receipts evidencing American Depositary Shares representing such
Deposited Securities, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by each of them respectively;
provided
that the
Depositary shall make appropriate adjustments in the amounts so distributed
in
respect of (a) any of the Deposited Securities being not entitled, by reason
of
its date of issuance or otherwise, to receive all or any portion of such
distribution or (b) any amounts (i) required to be withheld by the Company,
the
Custodian or the Depositary, including amounts on account of taxes or (ii)
charged by the Depositary in connection with the conversion of foreign currency
into U.S. dollars. Cash distributions and cash proceeds from sales of non-cash
distributions in foreign currency will be converted by sale or such other manner
as the Depositary may determine into U.S. dollars (net of the Depositary's
charges and expenses in effecting such conversion) before distribution to
Holders. If in the judgment of the Depositary amounts received in foreign
currency may not be converted on a reasonable basis into U.S. dollars
transferable to the United States, or may not be so convertible for all of
the
Holders entitled thereto, the Depositary may in its discretion make such
conversion and distribution in U.S. dollars to the extent reasonable and
permissible to the Holders entitled thereto and may distribute the balance
in
foreign currency to the Holders entitled thereto or hold such balance or all
such foreign currency for the Holders entitled thereto (without liability for
interest thereon). If any distribution upon any Deposited Securities consists
of
a dividend in, or free distribution of, Shares, the Depositary may or shall
if
the Company shall so request, subject to the Deposit Agreement, on the payment
date established by the Depositary, distribute to the Holders on a record date
set by the Depositary therefor of Receipts evidencing American Depositary Shares
representing such Deposited Securities, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by each of them
respectively, additional Receipts for an aggregate number of Depositary Shares
representing the number of Shares received as such dividend or free
distribution. In lieu of delivering Receipts for fractional American Depositary
Shares in the case of any such distribution, the Depositary shall sell the
number of Shares represented by the aggregate of such fractions and distribute
the net proceeds to the Holders entitled thereto as in the case of a
distribution received in cash. If additional Receipts are not so distributed,
each American Depositary Share shall thenceforth also represent its
proportionate interest in the additional Shares so distributed upon such
Deposited Securities. If the Company shall offer or cause to be offered to
the
Holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any nature, the Depositary, after consultation with
the
Company to the extent practicable, shall have discretion as to whether and
how
such rights are to be made available to the Holders; provided
that the
Depositary shall, if requested by the Company, if at the time of the offering
of
any such rights the Depositary determines that it is lawful and feasible to
do
so, distribute rights to Holders by means of warrants or otherwise, or sell
such
rights at public or private sale, at such place or places and upon such terms
as
the Depositary may deem proper, and allocate the proceeds of such sales for
account of the Holders otherwise entitled thereto upon an averaged or other
practicable basis without regard to any distinctions among such Holders because
of exchange restrictions, or the date of delivery of any Receipt or Receipts,
or
otherwise, and distribute the net proceeds so allocated to the Holders entitled
thereto as in the case of a distribution received in cash. The Depositary will,
on the payment date established by the Depositary, distribute to Holders on
the
record date set by it therefor any distribution on Deposited Securities other
than cash, Shares or rights in any manner that the Depositary deems equitable
and practicable; provided
if in
the opinion of the Depositary any distribution other than cash, Shares or rights
upon any Deposited Securities cannot be made proportionately among the Holders
entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it
may
deem equitable and Practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, and the net proceeds of any such sale will
be distributed by the Depositary to the Holders entitled thereto as in the
case
of a distribution received in cash. The Depositary need not distribute
securities, Receipts or rights unless the Company furnishes certain evidence
or
opinions in respect of United States securities laws (which the Company has
no
obligation to do).
(13) 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) 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 herein
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 shall be so entitled or
obligated. Subject to this Deposit Agreement, only such Holders at the close
of
business on such record date shall be entitled to receive any such distribution
or proceeds, to give such voting instructions, to receive such notice or
solicitation, to act in respect of any such other matter or be so
obligated.
(14) Voting
of Deposited Securities.
Under
the Company's by-laws, Holders of Deposited Securities are entitled to vote
only
in limited circumstances. They may elect two of the Company's directors, and
corresponding alternate directors. In addition, the following matters require
the vote of holders of a majority of all the capital stock, including the
Deposited Securities, as well as of holders of a majority of the Company's
Series AA Shares, without par value, and Series A Shares, without par
value, voting together: (i) the extension of the Company=s
term of
duration; (ii) transformation of the Company from one type of company to
another; (iii) any merger in which the Company is not the surviving entity
or any merger with an entity whose principal corporate purposes are different
from those of the Company; (iv) removal of the Company's shares from
listing on the Mexican Stock Exchange or any foreign stock exchange; and (v)
actions that would prejudice the rights of the holders of the Deposited
Securities. Except as described above and for a class vote required in respect
of the matters specified in clause (v) in certain circumstances under Mexican
law, Holders of Deposited Securities have no voting rights. Holders of Deposited
Securities are not entitled to attend or to address meetings of shareholders
at
which they are not entitled to vote. As soon as practicable after receipt of
an
English language version of a notice of any meeting or solicitation of consents
or proxies of holders of Shares or other Deposited. Securities, the Depositary
shall (to the extent permitted by law) mail to Holders a notice containing
(a)
such information as is contained in such notice (or if requested by the Company,
a summary of such information provided by the Company), (b) a statement that
each Holder at the close of business on a specified record date will be
entitled, subject to the provisions of or governing Deposited Securities, to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the Deposited Securities represented by the American Depositary
Shares evidenced by such Holders' Receipts and (c) a statement as to the manner
in which such instructions may be given, including an express indication that
instructions may be given (or be deemed given in accordance with the last
sentence of this paragraph if no instruction is received) to the Depositary
to
give a discretionary proxy to a person designated by the Company. Upon the
written request of a Holder on such record date, received 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 (or to grant a discretionary
proxy to a person designated by the Company to vote) the Deposited Securities
represented by the American Depositary Shares evidenced by such Holder's
Receipts in accordance with any instructions set forth in such request. The
Depositary will not itself exercise any voting discretion over any Deposited
Securities. If no instructions are received by the Depositary from any Holder
with respect to any of the Deposited Securities represented by the American
Depositary Shares evidenced by such Holders' Receipts on or before the date
established by the Depositary for such purpose, the Depositary will deem such
Holder to have instructed the Depositary to give a discretionary proxy to a
person designated by the Company with respect to such Deposited Securities
and
the Depositary will give a discretionary proxy to a person designated by the
Company to vote such Deposited Securities, provided
that no
such instruction shall be deemed given and no such 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) that
(x) the Company does not wish such proxy given, (y) substantial opposition
exists or (z) materially and adversely affects the rights of holders of Shares.
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.
(15) Changes
Affecting Deposited Securities.
Subject
to other provisions hereof,, the Depositary may, in its discretion, amend the
terms of the American Depositary Shares or distribute additional or amended
American Depositary Shares (with or without calling any American Depositary
Shares 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 issuance under Section 4.02, Section 4.03 or Section 4.04 of the Deposit
Agreement 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 the Receipts 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 American Depositary Share shall
automatically represent its pro rata interest in the Deposited Securities as
then constituted. Notwithstanding anything to the contrary contained in this
provision, amendments to the Deposit Agreement must comply with paragraph (20)
hereof.
(16) Reports;
Inspection of Register.
The
Depositary will make available for inspection by Holders at the Depositary's
office and at any other designated transfer offices any reports and
communications received from the Company which are both (a) received by the
Depositary, the Custodian or the nominee of either as the Holder of the
Deposited Securities and (b) made generally available to the Holders of
Deposited Securities by the Company. The Depositary will also mail or make
available to Holders copies of such reports when furnished by the Company as
provided in the Deposit Agreement. The Depositary will keep, at its transfer
office in, the Borough of Manhattan, The City of New York, a register for the
registration of Receipts and their transfer that at all reasonable times will
be
open for inspection by the Holders and the Company; provided
that
such inspection shall not be for the purpose of communicating with Holders
in
the interest of a business or object other than the business of the Company
or a
matter related to the Deposit Agreement or the Receipts.
(17) Withholding.
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 by the Company 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 by the Company
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 a Receipt 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.
(18) Liability
of the Company and the Depositary.
Neither
the Depositary, its agents nor the Company shall incur any liability if, by
reason of any present or future law, rule, or regulation of the United States,
the United Mexican States or any other 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 or
other circumstances beyond its control, the Depositary, its agents or the
Company shall be prevented or forbidden from, or subjected to any civil or
criminal penalty on account of, or delayed in, doing or performing any act
or
thing which by the terms of this Deposit Agreement it is provided shall be
done
or performed; nor shall the Depositary, its agents or the Company incur any
liability to any Holder or other person by reason of any nonperformance or
delay, caused as aforesaid, in performance of any act or thing that by the
terms
of the Deposit Agreement it is provided shall or may be done or performed,
or by
reason of any exercise of, or failure to exercise, any discretion provided
for
in the Deposit Agreement.
Each
of
the Company, the Depositary and its agents assumes no obligation and shall
be
subject to no liability under the Deposit Agreement or this Receipt to Holders
or other persons, except to perform such obligations as are specifically set
forth and undertaken by it to perform in the Deposit Agreement without gross
negligence or bad faith. Without limitation of the preceding sentence, none
of
the Depositary or its agents shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or the Receipts. Without limitation of the preceding
sentences, the Company shall not be under any obligation to appear in, prosecute
or defend any action, suit or other proceeding in respect of any Deposited
Securities or the Receipts that in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it in its sole discretion against
all expense and liability be furnished as often as may be required. Neither
the
Depositary, nor its agents nor the Company shall 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 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 such vote is cast or for the effect of any such vote.
Notwithstanding anything to the contrary set forth in the Deposit Agreement
or a
Receipt, 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 Receipt or Receipts 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. 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 American Depositary Shares for any indirect, special,
punitive or consequential damages. The Depositary and its agents may own and
deal in any class of securities of the Company and its affiliates and in
Receipts.
(19) Resignation
and Removal of Depositary; the Custodian.
The
Depositary may at any time resign as Depositary under the Deposit Agreement
by
written notice of its election so to do delivered to the Company or be removed
by the Company by written notice of such removal delivered to the Depositary,
such resignation or removal to take effect upon the appointment of and
acceptance by a successor depositary as provided in the Deposit Agreement.
The
Depositary will, upon written request of the Company, appoint or replace any
Custodian unless the Depositary reasonably believes that the proposed Custodian
is not, or will not be, able to provide service satisfactory to the Depositary,
in which case the Depositary and the Company will use their reasonable best
efforts to resolve any service issue. In addition, the Depositary may appoint
any Custodian upon written approval of the Company (which shall not be
unreasonably withheld). The term "Custodian"
refers
to each Custodian or all Custodians as the context requires.
(20) Amendment
of Deposit Agreement and Receipts.
The
Receipts and the Deposit Agreement may be amended by agreement between the
Company and the Depositary. Any amendment that shall impose or increase any
fees
or charges (other than the fees and charges listed in clauses (i) through (v)
of
the penultimate sentence of paragraph (8)) or that shall otherwise prejudice
any
substantial existing right of Holders, shall not, however, become effective
as
to outstanding Receipts until the expiration of 30 days after notice of such
amendment shall have been given to the Holders. Every Holder at the expiration
of such 30 days shall be deemed by holding such Receipt to consent and agree
to
such amendment and to be bound by the Deposit Agreement or the Receipt as
amended thereby. In no event shall any amendment impair the right of the Holder
hereof to surrender this Receipt and receive therefor the Deposited Securities
represented hereby, 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 American
Depositary Shares to be registered on Form F-6 under the Securities Act of
1933
or (b) the American Depositary Shares 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 Receipt to ensure compliance therewith, the Company and the
Depositary may amend or supplement the Deposit Agreement and the Receipt 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.
(21) Termination
of Deposit Agreement.
The
Depositary will at any time at the
direction
of the Company terminate the Deposit Agreement by mailing notice of such
termination to the Holders at least 30 days prior to the date fixed in such
notice for such termination. The Depositary may terminate the Deposit Agreement,
upon the notice set forth in the preceding sentence, at any time after 90 days
after the Depositary shall have resigned, provided
that no
successor depositary shall within such 90 days have been appointed and accepted
its appointment within such 90 days. After the date so fixed for termination,
the Depositary will perform no further acts under the Deposit Agreement, except
to advise Holders of such termination, receive and hold distributions on
Deposited Securities (or sell property or rights or convert Deposited Securities
into cash) and deliver Deposited Securities being withdrawn. As soon as
practicable after the expiration of six months from the date so fixed for
termination, the Depositary shall sell the Deposited Securities and shall
thereafter (as long as it may lawfully do so) hold in a segregated account
the
net proceeds of any such sale, together with any other cash then held by it
under the Deposit Agreement, without liability for interest, in trust for the
pro
rata
benefit
of the Holders of Receipts not theretofore surrendered.
(22)
Appointment.
Each
Holder and each person holding an interest in American
Depositary Shares, upon acceptance of any American Depositary Shares (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 Receipt(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 Receipt(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 Receipt(s), the taking
of such actions to be the conclusive determinant of the necessity and
appropriateness thereof.