AMERICAN DEPOSITARY SHARES
(One (1) American Depositary Share represents
One-Tenth of One (1/10) Share)
THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT
FOR COMMON STOCK,
NO PAR VALUE, OF
MAN SE
(INCORPORATED UNDER THE LAWS OF
GERMANY)
       The Bank of New York Mellon, as depositary
(hereinafter called the Depositary), hereby certifies
(i) that there have been deposited with the Depositary or
its agent, nominee, custodian, clearing agency or
correspondent, the securities described above (Shares) or
evidence of the right to receive such Shares, (ii) that at the
date hereof each American Depositary Share evidenced
by this Receipt represents the amount of Shares shown
above, and that

or registered assigns IS THE OWNER OF ________
AMERICAN DEPOSITARY SHARES
hereby evidenced and called, and except as otherwise
herein expressly provided, is entitled upon surrender at
the Corporate Trust Office of the Depositary, New York,
New York of this Receipt duly endorsed for transfer and
upon payment of the charges as provided on the reverse
of this Receipt and in compliance with applicable laws or
governmental regulations, at Owners option (1) to
delivery at the office of the agent, nominee, custodian,
clearing agency or correspondent of the Depositary, to a
person specified by Owner, of the amount of Deposited
Securities represented hereby or evidence of the right to
receive the same or (2) to have such Deposited Securities
forwarded at his cost and risk to him at the Corporate
Trust Office of the Depositary.  The words Deposited
Securities wherever used in this Receipt shall mean the
Shares deposited under the agreement created by the
Receipts (as hereinafter defined) (including such evidence
of the right to receive the same), and any and all other
securities, cash and other property held by the Depositary
in place thereof or in addition thereto as provided herein.
The word Owner wherever used in this Receipt shall
mean the name in which this Receipt is registered upon
the books of the Depositary from time to time.  The
Depositarys Corporate Trust Office is located at a
different address than its principal executive office. Its
Corporate Trust Office is located at 101 Barclay Street,
New York, New York 10286, and its principal executive
office is located at One Wall Street, New York, New
York 10286.
1.	RECEIPTS.
	This American Depositary Receipt (this Receipt)
is one of a continuing issue of American Depositary
Receipts (collectively, the Receipts), all evidencing rights
of like tenor with respect to the Deposited Securities, and
all issued or to be issued upon the terms and subject to the
conditions herein provided, which shall govern the
continuing arrangement by the Depositary with respect to
initial deposits as well as the rights of holders and Owners
of Receipts subsequent to such deposits.
	The issuer of the Receipts is deemed to be the
legal entity resulting from the agreement herein provided
for.
	The issuance of Receipts against deposits
generally may be suspended, or the issuance of Receipts
against the deposit of particular Shares may be withheld,
if such action is deemed necessary or advisable by the
Depositary at any time and from time to time because of
any requirements of any government or governmental
body or commission or for any other reason.  The
Depositary assumes no liability with respect to the
validity or worth of the Deposited Securities.
2.	TRANSFER OF RECEIPTS.
	Until the surrender of this Receipt in accordance
with the terms hereof, the Depositary will maintain an
office in the Borough of Manhattan, The City of New
York, for the registration of Receipts and transfers of
Receipts where the Owners of the Receipts may, during
regular business hours, inspect the transfer books
maintained by the Depositary that list the Owners of the
Receipts.  The transfer of this Receipt is registrable on the
books of the Depositary at its Corporate Trust Office by
the holder hereof in person or by duly authorized
attorney, upon surrender of this Receipt properly
endorsed for transfer or accompanied by proper
instruments of transfer and funds sufficient to pay any
applicable transfer taxes, and the fees and expenses of the
Depositary and upon compliance with such regulations, if
any, as the Depositary may establish for such purpose.
This Receipt may be split into other such Receipts, or
may be combined with other such Receipts into one
Receipt, representing the same aggregate number of
American Depositary Shares as the Receipt or Receipts
surrendered.  Upon such split or combination not
involving a transfer, a charge will be made as provided
herein.  The Depositary may close the transfer books at
any time or from time to time when deemed expedient by
it in connection with the performance of its duties
hereunder.
3.	PROOF OF CITIZENSHIP OR RESIDENCE.
	The Depositary may require any holder or Owner
of Receipts, or any person presenting securities for
deposit against the issuance of Receipts, from time to
time, to file such proof of citizenship or residence and to
furnish such other information, by affidavit or otherwise,
and to execute such certificates and other instruments as
may be necessary or proper to comply with any laws or
regulations relating to the issuance or transfer of Receipts,
the receipt or distribution of dividends or other property,
or the taxation thereof or of receipts or deposited
securities, and the Depositary may withhold the issuance
or registration of transfer of any Receipt or payment of
such dividends or delivery of such property from any
holder, Owner or other person, as the case may be, who
shall fail to file such proofs, certificates or other
instruments.
4.	TRANSFERABILITY; RECORD-
OWNERSHIP.
	It is a condition of this Receipt and every
successive holder and Owner of this Receipt by accepting
or holding the same consents and agrees, that title to this
Receipt, 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, however, that prior to the due
presentation of this Receipt for registration of transfer as
above provided, and subject to the provisions of Article 9
below, the Depositary, notwithstanding any notice to the
contrary, may treat the person in whose name this Receipt
is registered on the books of the Depositary as the
absolute owner hereof for the purpose of determining the
person entitled to distribution of dividends and for any
other purpose.
5.	TAX LIABILITY.
	The Depositary shall not be liable for any taxes or
governmental or other assessments or charges that may
become payable in respect of the Deposited Securities,
but a ratable part of any and all of the same, whether such
tax, assessment or charge becomes payable by reason of
any present or future law, statute, charter provision, by-
law, regulation or otherwise, shall be payable by the
Owner hereof to the Depositary at any time on request.
Upon the failure of the holder or Owner of this Receipt to
pay any such amount, the Depositary may sell for account
of such Owner an amount of the Deposited Securities
equal to all or any part of the amount represented by this
Receipt, and may apply the proceeds in payment of such
obligations, the Owner hereof remaining liable for any
deficiency.
6.	REPRESENTATIONS AND WARRANTIES.
	Every person presenting Shares for deposit shall
be deemed thereby to represent and warrant that such
Shares and each certificate, if any, therefor are validly
issued, fully paid and non-assessable, that such Shares
were not issued in violation of any preemptive or similar
rights of the holders of any securities and that the person
making such deposit is duly authorized so to do.  Every
such person shall also be deemed to represent that the
deposit of such securities and the sale of American
Depositary Shares representing such Shares by that
person in the United States are not restricted under the
Securities Act of 1933, as amended (the Securities Act of
1933).  Such representations and warranties shall survive
the deposit of such securities and issuance of Receipts.
	This Receipt is issued subject, and all rights of
the holder or Owner hereof are expressly subject, to the
terms and conditions set forth on both sides of this
Receipt, all of which form a part of the agreement
evidenced in this Receipt and to all of which the holder or
Owner hereof by accepting this Receipt consents.
7.	REPORTS OF ISSUER OF DEPOSITED
SECURITIES; VOTING RIGHTS.
	As of the date of the establishment of the program
for issuance of Receipts by the Depositary, the Depositary
believed, based on limited investigation, that the issuer of
the Deposited Securities either (i) furnished the Securities
and Exchange Commission (the Commission) with
certain public reports and documents required by foreign
law or otherwise or (ii) published information in English
on its Internet website at www.man.eu or another
electronic information delivery system generally available
to the public in its primary trading market, in either case
in compliance with Rule 12g3-2(b) under the Securities
and Exchange Act of 1934 as in effect and applicable to
that issuer at that time.  However, the Depositary does not
assume any duty to determine if the issuer of the
Deposited Securities is complying with the current
requirements of Rule 12g3-2(b) or to take any action if
that issuer is not complying with those requirements.
	The Depositary shall be under no obligation to
give notice to the holder or Owner of this Receipt of any
meeting of shareholders or of any report of or
communication from the issuer of the Deposited
Securities, or of any other matter concerning the affairs of
such issuer, except as herein expressly provided.  The
Depositary undertakes to make available for inspection by
holders and Owners of the Receipts at its Corporate Trust
Office, any reports and communication received from the
issuer of the Deposited Securities that are both (i)
received by the Depositary as the holder of the Deposited
Securities and (ii) made generally available to the holders
of the Deposited Securities by the issuer thereof.  Such
reports and communications will be available in the
language in which they were received by the Depositary
from the issuer of the Deposited Securities, except to the
extent, if any, that the Depositary in its sole discretion
elects to both (i) translate into English any of such reports
or communications that were not in English when
received by the Depositary and (ii) make such
translations, if any, available for inspection by holders
and Owners of the Receipts.  The Depositary has no
obligation of any kind to translate any of such reports or
communications or to make such translation, if any,
available for such inspection.
	The Depositary may, in its discretion, exercise, in
any manner, or not exercise, any and all voting rights that
may exist in respect of the Deposited Securities.  The
Depositary may, but assumes no obligation to, notify
Owners of an upcoming meeting of holders of Deposited
Securities or solicit instructions from Owners as to the
exercise of any voting rights with respect to the Deposited
Securities. Upon the written request of the Owner of this
Receipt and payment to it of any expense involved, the
Depositary may, in its sole discretion, but assumes no
obligation to, exercise any voting rights with respect to
the amount of the Deposited Securities represented by the
American Depositary Shares evidenced by this Receipt in
accordance with that request.
8.	DISTRIBUTIONS.
	Until the surrender of this Receipt, the Depositary
(a) shall distribute or otherwise make available to the
Owner hereof, at a time and in such manner as it shall
determine, any distributions of cash, Shares or other
securities or property (other than subscription or other
rights) and (b) may distribute or otherwise make available
to the Owner hereof, at a time and in such manner as it
shall determine, any distributions of subscription or other
rights, in each case received with respect to the amount of
Deposited Securities represented hereby, after deduction,
or upon payment of the fees and expenses of the
Depositary described in Article 13 below, and the
withholding of any taxes in respect thereof; provided,
however, that the Depositary shall not make any
distribution for which it has not received satisfactory
assurances, which may be an opinion of United States
counsel, that the distribution is registered under, or is
exempt from or not subject to the registration
requirements of, the Securities Act of 1933 or any other
applicable law.  If the Depositary is not obligated, under
the preceding sentence, to distribute or make available a
distribution under the preceding sentence, the Depositary
may sell such Shares, other securities, subscription or
other rights, securities or other property, and the
Depositary shall distribute the net proceeds of a sale of
that kind to the Owners entitled to them, after deduction
or upon payment of the fees and expenses of the
Depositary described in Article 13 below and the
withholding of any taxes in respect thereof.  In lieu of
distributing fractional American Depositary Shares for
distributed Shares or other fractional securities, the
Depositary may, in its discretion, sell the amount of
securities or property equal to the aggregate of those
fractions.  In the case of subscription or other rights, the
Depositary may, in its discretion, issue warrants for such
subscription or other rights and/or seek instructions from
the Owner of this Receipt as to the disposition to be made
of such subscription or other rights.  If the Depositary
does not distribute or make available to Owners or sell
distributed subscription or other rights, the Depositary
shall allow those rights to lapse.  Sales of subscription or
other rights, securities or other property by the Depositary
shall be made at such time and in such manner as the
Depositary may deem advisable.
	If the Depositary shall find in its opinion that any
cash distribution is not convertible in its entirety or with
respect to the Owners of a portion of the Receipts, on a
reasonable basis into U.S. Dollars available to it in the
City of New York, or if any required approval or license
of any government or agency for such conversion is
denied or is not obtainable within a reasonable period, the
Depositary may in its discretion make such conversion
and distribution in U.S. Dollars to the extent possible, at
such time and rates of conversion as the Depositary shall
deem appropriate, to the Owners entitled thereto and shall
with respect to any such currency not converted or
convertible either (i) distribute such foreign currency to
the holders entitled thereto or (ii) hold such currency for
the respective accounts of such Owners uninvested and
without liability for interest thereon, in which case the
Depositary may distribute appropriate warrants or other
instruments evidencing rights to receive such foreign
currency.
9.	RECORD DATES ESTABLISHED BY
DEPOSITARY.
	Whenever any cash dividend or other cash
distribution shall become payable or any distribution
other than cash shall be made, or whenever rights shall be
offered, with respect to Deposited Securities, or whenever
the Depositary shall receive notice of any meeting of
Owners of Deposited Securities, or whenever it is
necessary or desirable to determine the Owners of
Receipts, the Depositary will fix a record date for the
determination of the Owners generally or the Owners of
Receipts who shall be entitled to receive such dividend,
distribution or rights, or the net proceeds of the sale
thereof, to give instructions for the exercise of voting
rights at any such meeting or responsible for any other
purpose for which the record date was set.
10.	CHANGES AFFECTING DEPOSITED
SECURITIES.
	Upon (i) any change in nominal value or any
subdivision, combination or any other reclassification of
the Deposited Securities, or (ii) any recapitalization,
reorganization, sale of assets substantially as an entirety,
merger or consolidation affecting the issuer of the
Deposited Securities or to which it is a party, or (iii) the
redemption by the issuer of the Deposited Securities at
any time of any or all of such Deposited Securities
(provided the same are subject to redemption), then and in
any such case the Depositary shall have the right to
exchange or surrender such Deposited Securities and
accept and hold hereunder in lieu thereof  other shares,
securities, cash or property to be issued or delivered in
lieu of or in exchange for, or distributed or paid with
respect to, such Deposited Securities.  Upon any such
exchange or surrender, the Depositary shall have the
right, in its discretion, to call for surrender of this Receipt
in exchange (upon payment of fees and expenses of the
Depositary) for one or more new Receipts of the same
form and tenor as this Receipt, but describing the
substituted Deposited Securities.  In any such case the
Depositary shall have the right to fix a date after which
this Receipt shall only entitle the Owner to receive such
new Receipt or Receipts.  The Depositary shall mail
notice of any redemption of Deposited Securities to the
Owners of Receipts, provided that in the case of any
redemption of less than all of the Deposited Securities,
the Depositary shall select in such manner as it shall
determine an equivalent number of American Depositary
Shares to be redeemed and shall mail notice of
redemption only to the Owners of Receipts evidencing
those American Depositary Shares.  The sole right of the
Owners of Receipts evidencing American Depositary
Shares designated for redemption after the mailing of
such notice of redemption shall be to receive the cash,
rights and other property applicable to the same, upon
surrender to the Depositary (and upon payment of its fees
and expenses) of the Receipts evidencing such American
Depositary Shares.
11.	LIABILITY OF DEPOSITARY.
       The Depositary shall not incur any liability to any
holder or Owner of this Receipt (i) if by reason of any
provisions of any present or future law of the United
States of America, any state thereof, or of any other
country, or of any governmental or regulatory authority,
or by reason of any provision, present or future, of the
charter or articles of association or similar governing
document of the issuer or of the Deposited Securities, the
Depositary shall be prevented, delayed or forbidden from
or subjected to any civil or criminal penalty or
extraordinary expenses on account of doing or performing
any act or thing which by the terms hereof it is provided
shall be done or performed, (ii) by reason of any non-
performance or delay, caused as specified in clause (i)
above, in the performance of any act or thing which by
the terms of this Receipt it is provided shall or may be
done or performed, (iii) by reason of any exercise of, or
failure to exercise, any discretion provided for herein, (iv)
for the inability of any Owner or holder to benefit from
any distribution, offering, right or other benefit which is
made available to holders of Deposited Securities but is
not made available to Owners or holders, (v) for any
special, consequential or punitive damages for any breach
of the terms of this Receipt or (vi) arising out of any act
of God, terrorism or war or any other circumstances
beyond its control.
       The Depositary shall not be responsible for any
failure to carry out any requests to vote any Deposited
Securities or for the manner or effect of any vote that is
cast either with or without the request of any Owner, or
for not exercising any right to vote any Deposited
Securities.
       The Depositary does not assume any obligation
and shall not be subject to any liability to holders or
Owners hereunder other than agreeing to act without
negligence or bad faith in the performance of such duties
as are specifically set forth herein.
       The Depositary shall be under no obligation to
appear in, prosecute or defend, any action, suit or other
proceeding in respect of any of the Deposited Securities
or in respect of the Receipts on behalf of Owners or
holders or any other persons.  The Depositary shall not be
liable for any action or non-action by it in reliance upon
the advice of or information from legal counsel,
accountants or any other persons believed by it in good
faith to be competent to give such advice or information.
       The Depositary, subject to Article 14 hereof, may
itself become the owner of and deal in securities of any
class of the issuer of the Deposited Securities and in
Receipts of this issue.
12.	TERMINATION OF AGREEMENT AND
SURRENDER OF THIS RECEIPT.
	The Depositary may at any time terminate the
agreement evidenced by this Receipt and all other
Receipts by mailing notice of such termination to the
Owners of all Receipts then outstanding at their addresses
appearing upon the books of the Depositary, at least thirty
days prior to the date fixed in such notice for termination.
On and after such date of termination the Owner hereof,
upon surrender of this Receipt at the Corporate Trust
Office of the Depositary, will be entitled to delivery of the
amount of the Deposited Securities represented hereby
upon the same terms and conditions, and upon payment of
a fee at the rates provided herein with respect to the
surrender of this Receipt for Deposited Securities and on
payment of applicable taxes and charges.  The Depositary
may convert any dividends received by it in cash after the
termination date into U.S. Dollars as herein provided, and
after deducting therefrom the fees of the Depositary and
referred to herein and any taxes and governmental
charges and shall thereafter hold the balance of said
dividends for the pro rata benefit of the Owners of the
respective Receipts.  As to any Receipts not so
surrendered within thirty days after such date of
termination the Depositary shall thereafter have no
obligation with respect to the collection or disbursement
of any subsequent dividends or any subscriptions or other
rights accruing on the Deposited Securities.  After the
expiration of three months from such date of termination
the Depositary may sell any remaining Deposited
Securities in such manner as it may determine, and may
thereafter hold uninvested the net proceeds of any such
sale or sales together with any dividends received prior to
such sale or the U.S. Dollars received on conversion
thereof, unsegregated and without liability for any interest
thereon, for the pro rata benefit of the Owners of the
Receipts that have not theretofore been surrendered for
cancellation, such Owners thereupon becoming general
creditors of the Depositary with respect to such net
proceeds.  After making such sale, or if no such sale can
be made after the expiration of one year from such date of
termination, the Depositary shall be discharged from all
obligations whatsoever to the holders and Owners of the
Receipts except to make distribution of the net proceeds
of sale and of such dividends (after deducting all fees,
charges and expenses of the Depositary) or of the
Deposited Securities, in case no sale can be made, upon
surrender of the Receipts.
13.	CERTAIN FEES AND CHARGES OF THE
DEPOSITARY.
	The Depositary may charge any party depositing
or withdrawing Shares, any party transferring or
surrendering Receipts, any party to whom Receipts are
issued (including issuance pursuant to a stock dividend or
stock split or an exchange of stock or distribution
pursuant to Articles 8 or 10) or Owners, as applicable, (i)
fees for the delivery or surrender of Receipts and deposit
or withdrawal of Shares, (ii) fees for distributing cash,
Shares or other property received in respect of Deposited
Securities, (iii) taxes and other governmental charges, (iv)
registration or custodial fees or charges relating to the
Shares, (v) cable, telex and facsimile transmission
expenses, (vi) foreign currency conversion expenses and
fees, (vii) depositary servicing fees and (viii) any other
fees or charges incurred by the Depositary or its agents in
connection with the Receipt program.  The Depositarys
fees and charges may differ from those of other
depositaries.  The Depositary reserves the right to modify,
reduce or increase its fees upon thirty (30) days notice to
the Owner hereof.  The Depositary will provide, without
charge, a copy of its latest schedule of fees and charges to
any party requesting it.
	The Depositary may charge fees for receiving
deposits and issuing Receipts, for delivering Deposited
Securities against surrendered Receipts, for transfer of
Receipts, for splits or combinations of Receipts, for
distribution of each cash or other distribution on
Deposited Securities, for sales or exercise of rights, or for
other services performed hereunder.  The Depositary
reserves the right to modify, reduce or increase its fees
upon thirty (30) days notice to the Owner hereof.  The
Depositary will provide, without charge, a copy of its
latest fee schedule to any party requesting it.
14.	PRE-RELEASE OF RECEIPTS.
	Notwithstanding any other provision of this
Receipt, the Depositary may execute and deliver Receipts
prior to the receipt of Shares (Pre-Release). The
Depositary may deliver Shares upon the receipt and
cancellation of Receipts which have been Pre-Released,
whether or not such cancellation is prior to the
termination of such Pre-Release or the Depositary knows
that such Receipt has been Pre-Released.  The Depositary
may receive Receipts in lieu of Shares in satisfaction of a
Pre-Release.  Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person
to whom Receipts or Shares are to be delivered that such
person, or its customer, owns the Shares or Receipts to be
remitted, as the case may be, (b) at all times fully
collateralized with cash or such other collateral as the
Depositary deems appropriate, (c) terminable by the
Depositary on not more than five (5) business days notice,
and (d) subject to such further indemnities and credit
regulations as the Depositary deems appropriate.  The
number of American Depositary Shares which are
outstanding at any time as a result of Pre-Releases will
not normally exceed thirty percent (30%) of the Shares
deposited with the Depositary; provided, however, that
the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate.
	The Depositary may retain for its own account
any compensation received by it in connection with the
foregoing.
15.	COMPLIANCE WITH U.S. SECURITIES
LAWS.
	Notwithstanding any terms of this Receipt to the
contrary, the Depositary will not exercise any rights it has
under this Receipt to prevent the withdrawal or delivery
of Deposited Securities in a manner which would violate
the United States securities laws including, but not limited
to, Section 1A(1) of the General Instructions to the Form
F-6 Registration Statement, as amended from time to
time, under the Securities Act of 1933.
16.	GOVERNING LAW; VENUE OF ACTIONS;
JURY TRIAL WAIVER.
	This Receipt shall be interpreted and all rights
hereunder and provisions hereof shall be governed by the
laws of the State of New York.
	All actions and proceedings brought by any
Owner or holder of this Receipt against the Depositary
arising out of or relating to the Shares or other Deposited
Securities, the American Depositary Shares or the
Receipts, or any transaction contemplated herein, shall be
litigated only in courts located within the State of New
York.
	EACH OWNER AND HOLDER HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY SUIT, ACTION OR PROCEEDING AGAINST
THE DEPOSITARY DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THE SHARES
OR OTHER DEPOSITED SECURITIES, THE
AMERICAN DEPOSITARY SHARES OR THE
RECEIPTS, OR ANY TRANSACTION
CONTEMPLATED HEREIN, OR THE BREACH
HEREOF, INCLUDING WITHOUT LIMITATION,
ANY QUESTION REGARDING EXISTENCE,
VALIDITY OR TERMINATION (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY).
17.	AMENDMENT OF RECEIPTS.
       The form of the Receipts and the agreement
created thereby may at any time and from time to time be
amended by the Depositary in any respect which it may
deem necessary or desirable. Any amendment which shall
prejudice any substantial existing right of Owners shall
not become effective as to outstanding Receipts until the
expiration of thirty (30) days after notice of such
amendment shall have been given to the Owners of
outstanding Receipts; provided, however, that such thirty
(30) days notice shall in no event be required with respect
to any amendment which shall impose or increase any
taxes or other governmental charges, registration fees,
cable, telex or facsimile transmission costs, delivery costs
or other such expenses. Every Owner and holder of a
Receipt at the time any amendment so becomes effective
shall be deemed, by continuing to hold such Receipt, to
consent and agree to such amendment and to be bound by
the agreement created by Receipt as amended thereby. In
no event shall any amendment impair the right of the
Owner of any Receipt to surrender such Receipt and
receive therefor the amount of Deposited Securities
represented by the American Depositary Shares
evidenced thereby, except in order to comply with
mandatory provisions of applicable law.






EMM-Receipt-Name change 2009.DOC