Depository Receipts Information Guide Citigroup

Citigroup®GIobaI Transaction Services
Depositary Receipts
Information Guide
Depositary Receipts Information Guide
Depositary Receipts (DRs) were created in 1927 to aid U.S. investors wishing to purchase
shares of Non-U.S. corporations. Since that time, DRs have grown into a widely accepted,
flexible instrument that enables issuers worldwide to access investors outside their home
markets. The purpose of this Information Guide is to provide a clear overview of how the
DR market works, helping issuers, investors and other market participants make informed
decisions related to cross border investing.
The information set forth herein is for information purposes only and does not constitute a recommendation, solicitation or offer by Citibank, N.A.,
for the purchase or sale of any securities, nor shall this material be construed in any way as investment or legal advice or a recommendation, reference or
endorsement by Citibank, N.A.
©2005 Citigroup Inc. All rights reserved. CITIGROUP and the Umbrella Device are trademarks and service marks of Citicorp or its affiliates and are
used and registered throughout the world.
Contents
I. Introduction 2
II. RoIes and ReIationships in a DR Program 4
III. Program AIternatives 8
IV. DR Enhancements 22
V. Issuance and CanceIIation 24
VI. Securities ReguIations and Requirements 28
VII. U.S. Listing Requirements 36
VIII. DR Proxy Services 40
IX. Investor ReIations 44
X. DR TerminoIogy 48
XI. Further Resources 54
I. Introduction
Depositary Receipts (DRs) were created in 1927 to aid U.S. investors who wished to purchase shares of Non-U.S.
corporations. Since that time, DRs have grown into a widely accepted, flexible instrument that enables issuers worldwide
to access investors outside their home markets.
The purpose of this Information Guide is to provide a clear overview of how the DR market works, helping issuers,
investors and other market participants make informed decisions related to cross border investing.
A DR is a negotiable instrument issued by a U.S. depositary bank evidencing ownership of shares in a Non-U.S.
corporation. Each DR denotes Depositary Shares (DSs) representing a specific number of underlying shares on
deposit with a custodian in the issuer’s home market. The term “DR” is commonly used to mean both the
physical certificate and the security itself.
DRs are generally quoted and traded in $US and are subject to the trading and settlement procedures of the market
in which they trade. The ease of trading and settling DRs makes them an attractive investment option for investors
wishing to purchase securities issued by companies outside the investor’s home market.
DRs are frequently identified by the markets in which they are available or the rules and regulations associated with
the structure.
>> American Depositary Receipts (ADRs) are DRs that are publicly available to investors in the U.S.
>> Global Depositary Receipts (GDRs) are DRs that are offered to investors in two or more markets
outside the issuer’s home country, usually pursuant to Rule 144A and Regulation S under the Securities
Act of 1933.
DRs can be publicly offered, privately placed or issued pursuant to a global offering. The method of sale defines the
segment of investors that can purchase the securities. In the U.S., publicly offered securities are available to the broadest
spectrum of investors and trade either on a national stock exchange or trading system (such as NYSE, Nasdaq or Amex)
or in the Over-the-Counter (OTC) market. Privately placed securities are typically sold to Qualified Institutional Buyers
(QIBs), including institutions that own and invest at
least $100 million in securities of non-affiliates
and registered broker-dealers that own or invest
on a discretionary basis at least $10 million in
securities of non-affiliates. A global offering
usually has a Rule 144A component as well as a
placement to non-U.S. investors pursuant to
Regulation S.
ADRs listed on U.S. exchanges provide investors with the same level of
information as any other U.S. security.
Information Guide << 2

Benefits of a DR Program DRs also may play a critical role in different
types of cross border transactions such as
For Issuers privatizations and mergers and acquisitions.
DRs enable issuers to
>> Access capital outside the issuer’s home market Privatizations
>> Build company visibility in the U.S. and internationally The privatization of state-owned assets is
>> Broaden and diversify shareholder base an important undertaking for governments
>> Expand opportunity to increase local share price as a result worldwide as they seek to restructure
of global demand/trading their economies and reduce fiscal deficits.
>> Enlarge the market for the company’s shares, potentially Infrastructure and service enterprises
increasing liquidity such as telecommunications, utilities,
>> Adjust share price levels to those of peers through DR Ratio airlines
>> Facilitate merger and aquisition activity through use as and petrochemicals are among those initially
acquisition currency targeted for privatization.
>> Develop stock option plans and stock purchase plans for
U.S. employees DRs have been used successfully by governments
seeking to privatize state-owned enterprises.
Privatizations require a successful offering of
For Investors securities to investors, and DRs provide an
DRs aid investors by effective mechanism both to increase private
>> Facilitating diversification into Non-U.S. securities ownership and to raise capital overseas.
>> Trading, clearing and settling in accordance with practices
of the investor’s home market Mergers and Acquisitions
>> Eliminating cross border custody safekeeping charges Depositary Receipts can enhance the ease of
>> Providing enhanced accessibility of research, and of price trading and settlement related to cross border
and trading information Mergers and Acquisitions (M&A transactions),
>> Allowing easy comparison to securities of similar companies and they also can facilitate the execution of
trading in the investor’s home market corporate actions such as payment of dividends,
>> Permitting dividend payments in $US and corporate action structuring of rights offerings and solicitation
notifications in English of votes. DRs enable issuers to address investor
>> Allowing for lower dividend tax rates for exchange-listed ADRs, demands without the need to build an inde-
and for DRs where there exists a treaty between the U.S. pendent U.S. shareholder support infrastructure
and the issuer’s local market (applicable under the Jobs and or to modify the equity issuance and trading
Growth Tax Relief Reconciliation Act of 2003) patterns of the home market. Types of M&A
transactions that have made successful use of
DRs include spin-offs of Non-U.S. subsidiaries,
equity-based acquisitions of U.S. business
entities and equity-based acquisitions of Non-
U.S. business entities.
II. RoIes and ReIationships in a DR Program
In order to establish a DR program, the issuer develops a team of advisors that typically includes investment bankers,
lawyers and accountants. The issuer also selects a depositary bank, a key partner that enlists the services of a custodian
to handle the implementation of the program. The issuer and the depositary execute a Deposit Agreement that sets
forth the terms of the DR program. Based upon this contract the depositary performs certain specified services
on behalf of the issuer and the DR holders. Many of these same parties play key roles in the long-term development
and day-to-day management of the issuer’s DR program. The depositary bank remains a critical liaison between the
issuer and brokers and custodians, while the functions of lawyers and accountants becomes focused on periodic
reporting. Generally, investment bankers are not involved with the ongoing management of a DR program unless the
issuer is going back to the market.
The following pages show overviews of roles and responsibilities in establishment and ongoing management of a
DR program.
Key RoIes in EstabIishment of a DR Program
Brokers Investment
Bankers
Depositary Issuer Lawyers
Custodian Accountants
Brokers Issuer Investment Bankers

>> Submit required forms to become >> Determine financial objectives >> Lead underwriting process
a market maker in a security >> Appoint depositary, lawyers, investment >> Establish syndicate of participating banks
(for Level l programs), as needed bank and accountants >> Advise on capital structure
>> Make securities available to investors >> Determine program type >> Advise on type of DR structure
>> Obtain approval from board of >> Conduct due diligence
Depositary directors, shareholders and regulators, >> Draft prospectus
>> Advise on DR facility structure as needed >> Obtain CUSIP number
>> Appoint custodian >> Provide financial information to >> Obtain DTC, Euroclear and
>> Assist with DR registration requirements accountants Clearstream eligibility, as needed
>> Coordinate with lawyers and investment >> Develop investor relations plan >> Coordinate road show
bankers to ensure that all >> Organize book-building and line up
implementation steps are completed market makers
>> Prepare and issue DRs >> Price and launch securities
>> Enlist market makers, if applicable
>> Announce program establishment Lawyers
to brokers and traders >> Advise on facility structure
>> Negotiate Deposit Agreement
Custodian >> Prepare appropriate registration
>> Receive underlying shares statements or establish exemptions
>> Confirm deposit of underlying shares with SEC, as applicable
>> Prepare listing agreements to list
on U.S. exchanges (Level II and Level III
DR facilities)
>> Draft offering circular/prospectus
Accountants
>> Prepare financial statements in
accordance with (or reconciled to)
U.S. Generally Accepted Accounting
Principles (U.S. GAAP) for
Securities Act registered securities
(Level II and Level III DR facilities)
Key RoIes in Ongoing DeveIopment of a DR Program
Brokers Investment
Bankers
Depositary Issuer Lawyers
Custodian Accountants
Brokers Issuer Investment Bankers

>> Make securities available to investors >> Communicates with depositary >> Generally not involved in ongoing
>> Execute and settle trades via about DR program and potential management of DR program unless the
the depositary program changes issuer is going back to the market
Depositary Lawyers
>> Assists with DR registration >> Prepare appropriate registration
requirements statements or establish exemptions
>> Issues DRs with the SEC, as applicable
>> Provides ongoing account management
support to the issuer Accountants
>> Processes corporate actions and >> Support the issuer in terms of
dividend payments periodic reporting
>> Offers value-added services such as
IR counsel.
Custodian
>> Receives underlying shares.
>> Confirms deposit of underlying shares
>> Holds shares in custody for the account
of depositary in the home market
>> Disseminates corporate action and
proxy information to depositary
The RoIe of the Investor ReIations Firm
An additional influencer in both the establishment and ongoing management of a DR program may be an investor
relations (IR) firm, a resource well versed in IR best practices in the market where securities are being offered.
Specific IR functions may include:
>> Developing a strategic IR plan
>> Coordinating ownership analysis and investor targeting
>> Refining messages to the investment community
>> Providing road show and presentation advice
The issuer should make a proactive decision as to whether IR needs are best met by an internal IR professional, an
external IR firm with specific expertise in the market(s) where securities are being offered, or a combination of both.
The Depository Trust & CIearing Corporation and Depositary Receipts

The Depository Trust & Clearing Corporation (DTCC), through its subsidiaries, provides clearance, settlement
and information services for equities, corporate and municipal bonds, government and mortgage-backed
securities and Over-the-Counter credit derivatives. DTCC’s depository (DTC) also provides custody and asset
servicing for more than two million securities issues from the United States and 100 other countries and
territories.
DTC was created in 1973 in response to Wall Street’s “paperwork crisis” to maintain (or immobilize) physical
certificates in a central location, record changes of ownership using “book-entry accounting” (where no
certificates change hands), and facilitate settlement electronically. Another step toward eliminating paper in
securities processing was
taken in 1982, when DTC distributed the first paperless Book Entry Only (BEO) issues. BEO, which began as a way
to deal with the high volume of municipal bond issues, has since been expanded to address other issues, including
Depositary Receipts.
Instead of issuing certificates evidencing ownership to investors, BEO ownership is, from an investor’s perspective,
represented by credits to the investor’s account with the investor’s bank or broker. With BEO, the issuer’s securities
issued in certificate form are safekept by DTC or are, such as in the case of many DR programs, represented by a
master certificate for all outstanding securities held in DTC.
Ownership positions and transactions in each security—including purchases, sales, and interest or principal payments
—are reflected initially in DTC’s records and thereafter in the records of thousands of participating banks and brokers
in the U.S. The physical securities that are underlying these positions are deposited for safekeeping at DTC (or at
a custodian designated by DTC) by participants, and are registered in DTC’s nominee name, Cede & Co.
Participant ownership is reflected on the electronic records of DTC under an individual participant account
number.
DTC plays a crucial role in the DR securities environment, working closely with depositaries to:
>> Facilitate the issuance and cancellation of DRs and transfer and delivery of DRs to the broker
>> Expedite the distribution of dividends to investors on the payable date
>> Manage the handling of corporate actions that many issuers undertake
>> Provide for custody, safekeeping and settlement to ensure the safety and soundness of DR transactions
Information provided courtesy of DTCC

III. Program AIternatives
Most issuers use Depositary Receipts to reach investors in the U.S., the largest and most liquid securities market in
the world. Issuers may select the type of DR program best suited to meet their objectives. Issuer priorities may include
expanding its shareholder base, gaining increased recognition of the company name and its products and/or services
in the global markets, and using DRs as a vehicle for raising capital.
Issuers can use DRs to access large institutional investors that may be prohibited or limited by their charter or by
regulation from investing in Non-U.S. securities purchased in the issuer’s home market. U.S. investors may prefer
to purchase DRs rather than shares in the issuer’s home market because the DRs trade, clear and settle according
to U.S. market conventions.
Setting the Ratio

A primary step in establishing a DR program is determining the ratio of underlying shares to Depositary Shares (DSs),
the securities represented by a DR. DSs are established as a multiple or fraction of the underlying shares and the ratio
can influence the price trading range. In setting the ratio, the issuer should consider:
>> Industry peers: To the extent that securities of companies in the issuer’s industry generally trade in a certain
price range, the issuer may want to conform to industry norms in the market where the DR will be listed;
>> Exchange options: Each exchange has average price ranges for the shares listed and, generally speaking,
issuers may want to conform to that range;
>> Investor appeal: U.S. institutional and retail investors are more likely to buy shares which they perceive as
well priced and valued fairly.
While many DR programs are established with a 1:1 ratio (one underlying share equals one DS), current DR programs
have ratios ranging from 100,000:1 to 1:100. The depositary will work with issuers to determine the most appropriate
ratio at
the inception of the DR program. The ratio can be adjusted at a future date to address changes in market conditions.
Types of Depositary Receipt Programs

In the U.S., DRs can be:
>> Traded Over-the-Counter (OTC) through the OTC Bulletin Board and/or the Pink Sheets (Level l)
>> Listed on a U.S. exchange: the New York Stock Exchange (NYSE) or the American Stock Exchange (Amex),
or quoted on the Nasdaq Stock Market (Nasdaq) (Level ll)
>> Issued as a public offering of securities on a U.S. exchange (Level lll)
>> Privately placed with QIBs in the Rule 144A market (RADR)
In Non-U.S. markets, DRs can be:

>> Privately placed outside the U.S. with Non-U.S. persons. (Reg S) Note that Reg S programs are often
offered in global markets along with 144A programs in the U.S. market.
>> Issued to raise capital via a global offering. (GDRs, RADR and Reg S offerings)
Program AIternatives Guide
Broaden SharehoIder Base with Existing Shares
Over-the-Counter Exchange Traded

LeveI I LeveI II
Description UnIisted program in the U.S. Listed program on a recognized

U.S. exchange
Trading Quoted in the Pink Sheets NYSE, Amex or Nasdaq

and/or on the OTC BuIIetin Board
Raise CapitaI with New Shares
PubIic Offering Private PIacement - U.S. Private PIacement - GIobaI

LeveI III RuIe 144A ADR (RADR) GIobaI Depositary Receipt (GDR)
Description Offered and Iisted Private pIacement in the GIobaI private pIacement in
on a recognized U.S. U.S. to QuaIified InstitutionaI two or more markets outside the
exchange Buyers (QIBs) issuer’s home market
May incIude RADR and/or

Reg S* offering
Trading NYSE, Amex or Nasdaq Quoted on PORTAL in the U.S. London Stock Exchange,
Luxembourg Stock Exchange for
non-U.S. component, and/or
PORTAL if there is a U.S. tranche
*Note that Reg S programs are often offered in global markets along with 144A programs in the U.S. market
LeveI I DR Programs
OTC Traded DRs
Level l DRs trade in the U.S. in the Over-the-Counter (OTC) market and are not listed on an exchange. Brokers wishing
to trade in these securities access information through the Pink Sheets and/or the OTC Bulletin Board.
A Level l program may suit the needs of the issuer aiming to broaden or deepen its U.S. investor base with existing
shares.
It is appropriate particularly where the target investors are larger institutions capable of executing trades with securities
not listed on an exchange.
Level l issuers do not need to file a Form 20-F with the SEC. However, establishment of a Level l DR program
requires that the issuer obtain a Rule 12g3-2(b)* exemption from the SEC and comply with the conditions of the
exemption.
In short, issuers must provide the SEC with an English language translation of information that is sent to
shareholders, made public, or provided to a local exchange in the issuer’s home market.
Specifically, Rule 12g3-2(b) is an exemption from reporting under the Securities Exchange Act of 1934 for DRs
and certain foreign securities. Under section 12(g) of this Act, Non-U.S. issuers with total assets exceeding US$1
million and a class of equity security held of record by 500 or more U.S. shareholders become subject to the
registration and
reporting provisions of the Act. Paragraph (b) of Rule 12g3-2 exempts such issuers from the reporting requirements of
the Act provided that they furnish to the SEC the information that they are requested to disclose in their home country.
The OTC Market

The OTC market is not an organized marketplace or exchange, but rather it is a network of securities dealers that
make markets in many different securities. OTC securities may be issued by companies that choose not to list or are
unable to comply with the standards for listing on a U.S. exchange or on Nasdaq. All Level I ADRs are traded in the
Over-the-Counter (OTC) market via the Pink Sheets and/or on the OTC Bulletin Board.
>> Pink Sheets is a centralized quotation service that collects and publishes market maker quotes for OTC
securities in real time. Pink Sheets is neither a SEC registered stock exchange nor a broker-dealer. Issuers
are not required to register securities with the SEC or be current in their reporting requirements to be
quoted on the Pink Sheets.
>> The OTC Bulletin Board is a regulated

transaction and quotation service that
displays real time quotes and last sale prices
for U.S. securities not listed on Nasdaq or
on a national securities exchange. Indications
of interest are displayed in Non-U.S. securities
and DRs that are not listed in the U.S. market
(e.g., Level I programs). This quotation service
is dealer driven. Market makers – not the
issuer company– can apply to include a
security on the OTC Bulletin Board. To be
eligible, a security must be registered with
the SEC and current in its reporting.
*For provisions of Rule 12g3-2(b), see page 31 of this guide
in the Securities Regulations chapter.
Steps to EstabIish an Over-the-Counter Traded DR Program
(LeveI I)
Activity Week* Key Parties Involved
Issuer
IR Firm
Brokers
Depositary
CounseILegaI
1 2 3 4 5 6 7 8 9
EstabIish Program Launch Team
Begin pIanning for ongoing investor reIations program
Submit Form 12g3-2(b) exemption request to SEC for approvaI
Negotiate Deposit Agreement and prepare Form F-6 registration

statement
Submit Deposit Agreement and Form F-6 to SEC
Amend as necessary and receive SEC approvaI
CompIete aII requirements for trading and settIement (prepare

certificates, request CUSIP number, obtain DTC eIigibiIity)
Distribute announcement to brokers and investors via e-maiI and fax
Depositary soIicits market makers
Trading Begins
*The time frames provided for establishing new programs are indicative only. Establishment can take as little
as nine weeks but time frames may vary due to regulators’ involvement and individual program specifics.
LeveI II DR Programs
Exchange-Listed DRs
Listing on one of the U.S. national exchanges such as the New York Stock Exchange (NYSE), the American Stock
Exchange (Amex), or the National Association of Securities Dealers Automated Quotation System (Nasdaq) can
promote more active trading in DRs than a Level l and increase the issuer’s visibility within the U.S. Level ll,
exchange- listed DRs are more widely covered by the U.S. financial media and analysts, providing investors with
increased information about the issuer and its securities.
To list its DRs, the issuer must comply with the individual exchange’s requirements, and issuers must register under
the Securities Act of 1933 and report under the Securities Exchange Act of 1934 by filing the initial registration
statement and periodic reports. Non-U.S. issuers that are listing their securities must reconcile all financial
statements to U.S.
Generally Accepted Accounting Principles (U.S. GAAP). Financial reporting for individual business segments need not be
reconciled to U.S. GAAP. Listing securities exempts Non-U.S. issuers from complying with various state securities
regulations.
Exchange-Listing Considerations
Both the NYSE and Amex are auction-based markets with specialists who are responsible for maintaining a fair and
orderly market in the securities they manage. Exchange specialists facilitate trading in a particular DR program by providing
an informed point of contact on the trading floor and maintaining a market in a particular security. Other members of
the exchange go to the specialist to transact or leave an order. The resulting concentration of orders allows investors
to trade directly with other investors. The issuer appoints its own specialist at both the NYSE and the Amex.
The Nasdaq Stock Market is an electronic market that collects and disseminates quotations from competing dealers.
The Nasdaq Stock Market offers real-time trade reporting and is organized around a system of multiple market makers
linked by computers. Vendor terminals (including Reuters and Bloomberg) carry comprehensive quote and last sale
information to traders, fund managers and brokers worldwide. Traders in the U.S. enter bid and offer prices via computer
using the Nasdaq network. Non-U.S. traders retrieve Nasdaq data from vendor terminals and execute orders through
National Association of Securities Dealers (NASD)-member firms. All issuers must have at least two market makers
quoting its stock.
Steps to EstabIish an Exchange Traded DR Program
(LeveI II)
Accountants
IR Firm
Brokers
Depositary
Issuer
CounseILegaI
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Begin pIanning for ongoing investor reIations program
Prepare and submit Form 20-F for SEC approvaI
Submit Exchange Listing AppIication and Agreement

and receive approvaI from exchange
Negotiate and submit Deposit Agreement and Form F-6

registration statement
CompIete aII requirements for trading and settIement

(prepare certificates, request CUSIP number, obtain DTC eIigibiIity)
Receive SEC comments on Deposit Agreement and

amend as needed
Receive SEC approvaI
Distribute announcement to brokers and investors via e-maiI and fax
Trading Begins
as fifteen weeks but time frames may vary due to regulators’ involvement and individual program specifics.
LeveI III DR Programs
U.S. Public Offering of DRs
In a Level lll program, the issuer offers new shares to U.S. investors in DR form. A public offering provides the issuer
with the ability to raise capital by accessing the broadest US investor base. In order to conduct an initial public offering
in the U.S., the issuer must: 1) submit Form F-1 to the SEC to register the underlying securities to be offered; 2) fully
reconcile its financial statements to U.S. GAAP (or include U.S. GAAP financials); and 3) with the depositary, submit
form
F-6 to the SEC to register the DRs. In establishing a Level lll DR program, the issuer also selects an investment bank
to advise on and underwrite the offering and to market the DRs to U.S. investors. After the offering has been
completed,
the program is maintained as a listed facility and generally can accept ongoing deposits from investors. An issuer may
also raise capital in subsequent offerings. In such a follow-on offering, the issuer will file a Form F-2 or Form F-3 with
the SEC.
Steps to Conduct a PubIic Offering of DRs
(LeveI III)
Issuer
Accountants
IR Firm
Brokers
Depositary
CounseILegaI
BankInvestment
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Begin pIanning for U.S. road show and ongoing investor

reIations program
Prepare and submit Prospectus, Form F-1 and Form 20-F

(or Form 8-A, a shorter version of 20-F) for SEC approvaI**
Submit Exchange Listing AppIication and Agreement

and receive approvaI from exchange
Negotiate and submit Deposit Agreement and Form F-6

registration statement
CompIete aII requirements for trading and settIement

(prepare certificates, request CUSIP number, obtain
DTC eIigibiIity)
Receive SEC comments on Prospectus and Deposit

Agreement and amend documents accordingIy
Sign Deposit Agreement and print finaI Prospectus
CIosing Day
Underwriter deIivers cash proceeds to issuer
Depositary’s custodian receives underIying shares
Depositary deIivers ADRs to underwriter
Distribute announcements to brokers and investors

via e-maiI and fax
Trading Begins
as fifteen weeks but time frames may vary due to regulators’ involvement and individual program specifics.
** For subsequent offerings (where all the steps may not apply), prepare and submit Form F-2 or Form F-3.
Private PIacements and GIobaI Offerings
Rule 144A Depositary Receipts (RADRs)
Rule 144A DRs, or RADRs, are DRs that are privately placed in the U.S. RADRs are traded pursuant to Rule 144A
which, adopted in 1990, greatly increased the liquidity of privately placed securities by allowing Qualified Institutional
Buyers (QIBs) to resell these securities privately to other QIBs without a holding requirement or other formalities.
Generally, QIBs are institutional investors who are willing and able to do their own research. The SEC has exempted
sales to QIBs from certain of the disclosure and reporting requirements designed to protect individual investors, such as
prospectus delivery and periodic financial reporting.
Rule 144A enables issuers to access more readily the U.S. institutional capital markets:
>> Securities offered in the Rule 144A market do not have to be registered under the Securities Act of 1933.
Issuers of Rule 144A securities do not have to comply with the periodic reporting requirements of the
Securities
Exchange Act of 1934 but do have an obligation to make certain financial disclosures to investors. This
obligation can be satisfied by compliance with the information exemption available pursuant to Rule 12g3-2(b)
of the Securities Exchange Act of 1934.
>> The reduced registration and reporting requirements associated with Rule 144A securities enable issuers of
RADRs to raise capital in the U.S. private market at a cost comparable to that of raising capital in the
Euromarkets.
>> The time required to complete a U.S. equity private placement is less than with a registered offering.
>> A Rule 144A offering can be made with any class of shares that is not (i) listed on a U.S. securities exchange
or quoted on a U.S. automated interdealer quotation system, or (ii) issued by a company that is required to
register
as an “investment company.”
>> Trading of RADRs is facilitated by PORTAL, the NASD’s quotation system for Rule 144A securities.
A private placement of DRs may enable Non-U.S. issuers to assess investor appetite for their securities before listing
or publicly offering their DRs to the full spectrum of investors.
A potential limitation to a Rule 144A ADR is that the issuer is prohibited from any type of promotion of the program in
U.S. media, so visibility opportunities are less than those associated with listed programs.
Regulation S (Reg S) Depositary Receipts

A Reg S Depositary Receipt Program is a private placement in global markets other than the U.S. Market. Regulation
S clarifies the conditions under which offers and sales of securities outside the U.S. are exempt from SEC registration
requirements. Regulation S was adopted by the SEC in 1990 in conjunction with the adoption of Rule 144A. In many
ways, the structure of Reg S programs mirrors that of the 144A ADR programs. Reg S and 144A, taken together,
can significantly enhance the liquidity of a private placement or global offering.
Global Depositary Receipts (GDRs)

GDRs allow an issuer to raise capital simultaneously in two or more markets through a global offering. GDRs use a
global settlement convention linking DTC with Euroclear and Clearstream to provide global clearing and settlement via
the DTC/Euroclear/Clearstream Bridge.
Global offerings allow issuers to access shareholders in capital markets outside the issuer’s home market. If the DRs are
offered in the U.S. and Europe, the clearing link between DTC, Euroclear and Clearstream eases settlement and
promotes increased liquidity through cross border trading.
GDRs can be issued in either the public or private markets in the U.S. or other countries. Most GDRs include a
U.S. tranche, which can be privately placed under Rule 144A or placed in a registered offering, and an international
tranche placed pursuant to Reg S outside the U.S., typically in the Euromarkets. GDRs placed in Europe are generally
listed on the Luxembourg or London Exchanges or quoted on SEAQ* International.
The evolution of region-specific DRs evidences the flexibility of the GDR structure, allowing issuers to select the investor
base they wish to access and broaden their investor base into new markets. An issuer could establish a GDR program
that taps only European, Asian and/or Latin American investors and does not offer shares in the US. Over time, the
GDR program could be enhanced to reach additional markets and investors.
Side-by-Side Facilities
Once an issuer has raised capital in the U.S. private markets (using RADRs or GDRs), the same class of shares can
be made available to all investors in the U.S. through publicly traded DRs. To “upgrade” its DR program in this
manner, the
issuer establishes a Level l DR program that trades concurrently with the privately placed shares in compliance with SEC
rules that prevent “leakage” of 144A securities into the Level l program. This facility, developed to broaden access to
international investors as an issuer’s needs evolve and to improve liquidity in an issuer’s stock, is called a side-by-side
facility.
A side-by-side facility makes the issuer’s DRs available to all investors, including individual and non-QIB institutional
investors. The side-by-side Level l DR program is established under the same Rule 12g3-2(b) exemption that the
issuer may have already obtained for the RADRs.
The publicly traded Level l DR facility may already be in place when a RADR or GDR program is established. Certain
conditions relating to activities in the U.S. market must be met to ensure that there are no conflicts with the SEC
provisions related to private placements and Reg S offerings.
*SEAQ (Stock Exchange Automated Quotation System) is the London Stock Exchange’s service for mid-cap securities and the most
liquid AIM (Alternative Investment Market) securities. The service is based on two-way continuous quotes, offered by competing
market makers.
Steps to Conduct a RADR/GDR* Program
Activity Week** Key Parties Involved
Accountants
Brokers
Depositary
IR Firm
Issuer
BankInvestment
CounseILegaI
1 2 3 4 5 6 7
Prepare Offering CircuIar and Deposit Agreement
FiIe RuIe 12g3-2(b) exemptive appIication with SEC, if appIicabIe
Notify IocaI stock exchange of intention to offer
Contact EurocIear, CedeI and DTC regarding eIigibiIity for their

respective book-entry systems
Print preIiminary Offering CircuIar
AppIy to Nasdaq for eIigibiIity in the PORTAL system
Confirm that SEC has added the issuer to its Iist of foreign private issuers
cIaiming RuIe 12g3-2(b) exemption, if appIicabIe
Sign Deposit Agreement
Print finaI Offering CircuIar
CIosing Day
PIacement Agent deIivers cash proceeds to issuer
Depositary deIivers RADR/GDR securities to underwriter through DTC
CIosing Day + 40 Days***

Sign LeveI I DR Deposit Agreement, fiIe form F-6 with SEC
Depositary deIivers DRs upon receipt of underIying shares
*This chart focuses on a typical Rule 144A/Reg S offering, which requires no SEC registration.
**The time frames provided for establishing new programs are indicative only. Establishment can take as little as seven weeks
but time frames may vary due to regulators’ involvement and individual program specifics.
***If a “side-by-side” facility is being established.
DR Conversions
In many instances, investors wish to convert DRs from one program to another program with the same class of underlying
ordinary shares. However, certain conversions are restricted. The following is a general guideline of what conversions
might
be possible for an investor.
AcceptabIe DR Conversions
Type of Security HeId Type of Security the AcceptabiIity of Conversion

by the Investor Investor Prefers
RuIe 144A DR (RADR) Reg S GDR AcceptabIe (with certification papers). Provided the
underIying ordinary shares are the same cIass,
conversion is possibIe
RuIe 144A DR (RADR) LeveI I or LeveI II ADR Not AcceptabIe, unIess pursuant to an exchange
offer or a speciaI certification process
Reg S GDR RuIe 144A DR (RADR) AcceptabIe (with certification papers).

Provided the underIying ordinary shares are the
same, conversion is possibIe.
Reg S GDR LeveI I or LeveI II ADR UsuaIIy acceptabIe after a 40-day restricted period
LeveI I or LeveI II ADR RuIe 144A DR (RADR) AcceptabIe (with certification papers)
LeveI I or LeveI II ADR Reg S GDR AcceptabIe (with certification papers)

Upgrading a GDR to a Publicly Listed Program
A Non-U.S. company may decide to list its DRs subsequent to its global Rule 144A and Reg S offering. Although the
Reg
S tranche easily can be moved to a listed facility 40 days after the Reg S offer, a Rule 144A tranche cannot.
Furthermore,
a Rule 144A facility cannot actively coexist with a listed program. In order to upgrade the Rule 144A facility to a listed
program, the issuer first needs to file a form F-4 registration statement pursuant to the 1933 Act. After the F-4
registration statement is filed, a registered exchange offer with the QIBs may be undertaken. Under certain
circumstances, and
if the Rule 144A program is “seasoned” (i.e. if the two-year period since the last deposit by the company or any of its
affiliates in the Rule 144A program has expired), the issuer may opt for a private exchange using a certification
process rather than a registered exchange under the 1933 Act.
Steps to Upgrade a GDR to a PubIicIy Listed Program
IR Firm
Deposit
ary Accoun Inform
tants ation
LegaI Agent
Iss Broker
ue Counse
1 2 3 4 5 6 7 8 9 10
r I
EstabIish program Iaunch team (depositary bank, U.S. counseI,

investment bank, accountants)
Begin pIanning for U.S. road show and ongoing investor reIations
program (IR optionaI)
Prepare and confidentiaIIy submit Prospectus, Form F-4 and

Form 20-F (or Form 8-A, a shorter version of Form 20-F) for SEC
approvaI. FiIe Form F-4 pubIicIy and receive SEC approvaI
Submit Exchange Listing AppIication and Agreement and

receive approvaI from exchange
Draft, negotiate and submit Deposit Agreement and Form F-6

registration statement to SEC
Draft Exchange Agreement, Notification to HoIders, and Letter

of TransmittaI
MaiI Notification to HoIders, Letter of TransmittaI and Prospectus

(exchange offer remains open for 20 caIendar days)
CompIete aII requirements for trading and settIement.

(Prepare certificates, request CUSIP number, obtain DTC eIigibiIity)
Receive SEC comments on Prospectus and Deposit Agreement,

and amend documents accordingIy
Sign Deposit Agreement and print finaI Prospectus
CIosing Day
Underwriter deIivers cash proceeds to issuer
Depositary deIivers ADRs to underwriting syndicate
Trading Begins**
Distribute e-maiI and fax announcements to brokers and investors
OptionaI Iaunch visibiIity initiatives (tombstone ad, press reIease, etc.)
*The time frames provided for establishing new programs are indicative only. Establishment can take as little as seven weeks
but time frames may vary due to regulators’ involvement and individual program specifics.
**Under certain circumstances, a certification process in lieu of an exchange offer may be used.
IV. DR Enhancements
In recent years a number of innovations have made DRs an increasingly flexible and attractive corporate finance tool
for Non-U.S. issuers.
Some innovations involve new structures designed to access additional markets or investors, such as American
Depositary Debentures (ADDs) and American Depositary Notes (ADNs). Others are transaction-based and use DRs
to further the issuer’s goals in acquisitions, privatizations or debt financing. Still others satisfy investor relations or
employee benefits objectives by offering Dividend Reinvestment, Employee Stock Purchase and Stock Option plans.
The ability to tailor a program to meet individual issuer needs demonstrates the versatility of DRs.
American Depositary Debentures (ADDs) and American Depositary Notes (ADNs)

ADDs and ADNs are debt securities issued in the U.S. that represent, respectively, debentures or notes of the issuer
deposited with the depositary’s custodian in the issuer’s home market. In either case, the issuer establishes a DR
facility under a deposit agreement with the depositary to provide for the issuance of ADDs or ADNs against the
deposit of debentures or notes. ADDs and ADNs are quoted in U.S. dollars and represent the right to receive a fixed
principal amount of the debt represented by the securities deposited with the custodian in the issuer’s home market,
irrespective of the currency in which the debt is denominated. Interest and other payments made by the issuer on
the debentures or notes will be converted to U.S. dollars and distributed by the depositary to the holders of the
corresponding ADDs or ADNs.
ADDs and ADNs may be listed for public trading on the U.S. exchanges. Public offers of debt securities in the U.S.
are subject to the requirements of the Trust Indenture Act of 1939, and the indenture or other agreement among
the issuer, the debt holders and the trustee for the debt holders must comply with its terms. Public offers of debt
securities in the U.S. must comply with the registration and reporting requirements of the U.S. securities laws.
Exchangeable Bonds or Notes

Exchangeable Bonds or Notes are debt instruments issued by a company (not necessarily an ADR issuer) which may
convert into an ADR of that issuer or another issuer, usually an affiliate of the issuing company.
American Depositary Warrants (ADWs)

Warrants typically entitle the holder to purchase a specified number of shares for a specified price over a specified
period of time in the local market. ADWs issued against deposited warrants generally entitle the holders to purchase
a corresponding specified number of American Depositary Shares (ADSs) representing the issuer’s shares deposited
in its DR facility for a specified price in $US over the same specified period of time provided under the terms of the
issuer’s warrants. Certain ADWs have been structured as stock appreciation warrants which provide investors the
opportunity to exercise their ADWs for ADSs upon the occurrence of certain events or upon triggering a certain strike
price specified under the terms of the issuer’s appreciation warrants.
Embedded Restricted Securities (ERS)

Embedded Restricted Securities are restricted securities embedded into an exchange-listed program. This structure
is used when an existing exchange-listed issuer needs to issue restricted ADRs. The restricted securities are listed on
the exchange but are segregated from the registered ADRs for securities law purposes.
N Shares
The N Share structure was created to assist issuers in developing markets in accessing international investors
while retaining control over ownership in the home market. N shares are not listed in the home market and cannot
be purchased by local investors. N shares are created by the issuer to provide a means of raising capital among
international investors.
AIternative Structures
New York Registry Shares (NYRSs)

A New York Registry Share (NYRS) Program is a mechanism for holding, trading and settling transfers of shares of
Non-U.S. issuers in New York. The structure is typically used by Dutch issuers where local law allows share registration
to occur outside of the Netherlands. Thus, a NYRS issuer company’s share capital is equivalent to the sum of the
Dutch and U.S. registers.
DR programs and NYRS programs serve the same

purpose: to support the holding, trading and settling
in the U.S. of equity securities of Non-U.S. issuers.
The most notable differences lie in the legal and
servicing aspects of these structures, such as:
>> Absence of the custodial function from
NYRS programs
>> Difference in fee structures
>> No “ratio” between local shares and NYRSs
The differences between DR and NYRS programs

are transparent to many U.S. investors who trade in
Non-U.S. equity securities. From an issuer point
The differences between DR and NYRS programs are transparent of view, factors influencing the selection of one
to many U.S. investors. structure over another might include greater issuer
involvement needed for implementation and
maintenance of NYRS programs, and the relative ease with which DR programs can be amended or terminated
by agreement with the depositary.
Global Registered Shares (GRSs)

The first Global Registered Share (GRS) program was established by DaimlerChrysler AG in 1998 as a means to
trade the company’s shares directly on the NYSE in a manner fully fungible with the German-traded shares. Through
a New York-based transfer agency arrangement, direct share registration is coordinated with the company’s home
market registrar. At this writing, there are three other GRS program in existence: Germany’s Celanese AG, Deutsche
Bank AG and Switzerland-based UBS AG. Key differences between GRSs and DRs lie in issues of fee structure and
control. Many Canadian and Israeli issuers list their ordinary shares directly on U.S. exchanges using a similar structure.
V. Issuance and CanceIIation
Acquiring a DR
Based upon availability and market conditions, an investor may acquire a DR by either purchasing existing DRs
or purchasing shares in an issuer’s home market and arranging for the creation of new DRs .
New DRs are created once the underlying shares are deposited with the depositary’s custodian in the issuer’s home
market. The depositary then issues DRs, which represent the shares on deposit, to the investor or to the investor’s
broker. This is referred to as an issuance of DRs.
DR Issuance Process
Investor
1 Investor contacts broker and requests the purchase
of a DR issuer company’s shares. If existing DRs of that
1
company are not available, the issuance process begins. 7
2 To issue new DRs, the broker contacts a local

broker DR Broker 2 LocaI Broker
in the issuer’s home market.
3
3 The local broker purchases ordinary shares on an
exchange in the local market.
4 Ordinary shares are deposited with a local custodian. DTC/EurocIear/ LocaI Stock
CIearstream Market
5 The local custodian instructs the depositary to issue
DRs that represent the shares received. 4
6
6 The depositary issues DRs and delivers them
in physical form or book entry form through
DTC/ Euroclear/Clearstream (as applicable). Depositary 5 LocaI Custodian
7 The broker delivers DRs to the investor or credits
the investor’s account.
Typically, for an issuance of Rule 144A DRs and Reg S DRs, the broker must submit certification papers
to the depositary bank.
SeIIing a DR
Based upon demand and market conditions, an investor may sell a DR in the market in which it trades, or the
investor may cancel the DR and sell the ordinary share in its home market.
Upon receipt of investor instructions to cancel DRs, the broker delivers DRs to the depositary for cancellation and
instructs the depositary to deliver the ordinary shares to a local custody account. The depositary cancels the DRs and
instructs the local custodian to release and deliver the underlying shares to the seller’s broker in the issuer’s home
market. The broker may then either safekeep or sell the ordinary shares in the local market.
DR CanceIIation Process
Investor
1 The investor instructs the broker to cancel DRs.
1
2 The broker delivers the DRs to the depositary
for cancellation and instructs the depositary to
deliver the ordinary shares to a local custody DR Broker
account.
3 The depositary cancels the DRs and instructs the 2

local custodian to release and deliver the underlying
shares
to the seller’s broker in the issuer’s home market. Depositary
4 The local custodian delivers the underlying ordinary
shares as instructed to the local broker. The local 3
broker safekeeps the ordinary shares or delivers
them to or on behalf of the new investor.
LocaI Custodian
LocaI Broker
Typically, for cancellation of Rule 144A DRs, the broker must submit certification papers to the depositary bank.
For cancellation of Reg S DRs, certification papers are generally required for the first 40 days after the closing.
Liquidity
For many DR market participants, liquidity—the consistent breadth and depth of U.S. exchange trading activity—
is considered the best measure for long term success of a DR program. Without the ability to move into and out of
positions of sufficient size, U.S. institutions are reluctant to add the security to their managed portfolios. Likewise,
brokers prefer to deal in liquid issues, and both sell-side and buy-side analysts prefer to cover liquid issues, with U.S.
standards of financial disclosure providing an important added protection. Liquidity is a “virtuous cycle,” which is
difficult to establish, but once established through a strong investor relations (IR) effort combined with the resources
and support of the depositary bank and other partners, tends to maintain strong momentum.
A U.S.-traded ADR’s liquidity generally is comparable to the liquidity of underlying shares in the issuer’s home market.
For most securities, the supply of ADRs is not constrained solely by U.S. trading volumes. U.S. investors wishing to
build positions in an ADR (or their U.S. brokers) can create new ADRs by purchasing shares in the issuer’s home
market and following the issuance process outlined previously in this chapter.
The ADR float constantly fluctuates in response to investor demand. The number of ADRs outstanding increases
or decreases as a result of investor requests for ADR issuances and cancellations.
Citigroup research has shown historically that having an ADR program may actually enhance an issuer company’s
liquidity—a phenomenon termed the “uplift effect.” By having two pools of liquidity (the home market through
the ordinary shares and the U.S. market through the ADRs) and two sets of buyers and sellers, the issuer is more
likely
to get the benefit of the more positive sentiment.
Citigroup Liquid DR Indices

Citigroup Depositary Receipt Services has developed Liquid DR Indices which are an excellent gauge of international
investor sentiment towards non-U.S. markets.
Liquid DRs by definition attract the most interest from investors. The countries included in the four regional Citigroup
Liquid DR Indices account for over 98% of global (excluding U.S.) market capitalization.
Citigroup Liquid DR Indices are distinctive in that they:

>> Provide a timely gauge of international investor sentiment towards Non-U.S. markets at end of day, because
all of their constituent stocks trade in the U.S. and/or London time zones.
>> More completely capture U.S. and international investor sentiment towards the Indian, Korean and
Taiwanese markets by including London traded GDRs, unlike other DR indices.
>> Achieve highly correlated returns to MSCI benchmarks with only a fraction of the number of securities.
The Indices are available on Bloomberg (Tickers CLDRAPAC, CLDREAS, CLDREPAC, CLDRLAT) and the Citigroup
DR home page at www.citigroup.com/adr.
Exceptions to Standard Issuance and CanceIIation
Limited Two-Way Markets
While most countries and issuers allow issuance and cancellation into and out of DR facilities at any time (a “two-way
market”), several countries and issuers maintain restrictions on issuance of DRs (a “limited two-way market”). In a
limited two-way market, after withdrawal and sale of ordinary shares from the DR facility, the shares are subject to
limitations on redeposit into the DR facility. Deposits may only occur up to a certain limit. Once that limit is reached,
the DR facility is closed for re-issuance. In contrast, in a free two-way market, foreign investors may purchase at any
time outstanding ordinary shares in the local market for deposit into the DR facility.
Three key markets that typically have limited two-way programs but that may benefit from relaxed restrictions are
Korea, Taiwan and India.
How relaxed restrictions may benefit issuers and investors:

>> Increased possibility for immediate issuance of DRs
>> Enhanced liquidity over time. Ability to issue and cancel the company’s DRs potentially enhances trading
activity. Specifically, associated advantages are higher investor demand and higher valuation.
>> Decreased risk due to lower share price volatility. Due to larger pool of a company’s stock, changes
in supply and demand yield smaller price changes.
>> Broadened opportunity for Non-U.S. investment in local market
DR Premium
The DR Premium is the differential between the ordinary share price in the local currency and the price of the DR,
which is quoted and traded in $US. Historically, when the U.S. market outperforms the Non-U.S. market, the premium
grows. When the local market outperforms the U.S. market, the premium shrinks.
The limited two-way market promotes cross border liquidity up to a point, but does not significantly reduce the size of
the DR premium compared to a one-way market. Under a free two-way market, the effect of the higher performing
market on the size of the DR premium is minimized. International investors will sometimes buy at a premium because
Non-U.S. ownership of ordinary shares is limited, and DRs are the only way to own a particular security.
VI. Securities ReguIations and Requirements
Issuers of Depositary Receipts must comply with the regulations of the markets in which their DRs are issued.
This section provides a general overview of the regulations which apply in the United States.
The Securities and Exchange Commission (SEC) was created as an independent agency of the U.S. government
to enforce federal securities laws governing securities offerings, trading practices and persons dealing in the
securities markets. The SEC protects U.S. investors by requiring disclosure of material facts concerning issuers
making public offerings of securities. The SEC is empowered to issue regulations and enforce provisions of both
federal securities laws and its own regulations.
In addition to the securities regulations discussed in this chapter there may be additional U.S. regulations and/or
Blue Sky Securities Laws of individual states within the U.S. that apply to certain issuers. In most instances the
federal securities laws override the individual states’ securities laws. The issuer’s legal counsel works with the
issuer to determine which regulations apply, and takes steps to ensure compliance with the requirements.
Two key U.S. securities laws with which DR issuers must comply are:
>> The Securities Act of 1933, as amended (the “Securities Act”)
>> The Securities Exchange Act of 1934, as amended (the “Exchange Act”)
In short, the primary intention of the Securities Act is to provide investors with full and fair disclosure of material infor-
mation regarding an issuer in connection with the offer and sale of its securities. The Exchange Act is different in that
its primary intention is to provide investors trading securities of an issuer in the secondary market with access to full
and fair disclosure of material information regarding an issuer on an ongoing basis.
Registration Requirements
The Securities Act of 1933 (the “Securities Act”)
Under the Securities Act, any issuer, including private corporations, foreign governments and political subdivisions,
must register securities being offered in the U.S. public markets with the SEC. Rights must also be registered if the
issuer wants to make the rights available to its U.S. ADR holders.
Key Provisions of the Securities Act ReIevant to Exchange-Listed DR Programs
U.S Reporting Companies Non-U.S. Issuers of Exchange-Listed DRs

(Levels ll and lll)
FinanciaI Statements Prepared in accordance with U.S. GAAP Prepared in accordance with the GAAP of the
and SEC Regulations S-X. country of domicile with reconciliation to U.S.
GAAP including segment reporting.
Compensation Must be disclosed for the chief executive Disclosure is required on an individual basis
officer, regardless of compensation level, for directors and members of management
and the four other most highly and administrative and supervisory bodies,
compensated executive officers who earned unless not required in the issuer’s home coun-
in excess of try and not otherwise disclosed by the issuer.
$100,000 and up to two additional individuals In that case, disclosure in the aggregate
who earned more than $100,000 but were amount received by all officers and directors
not serving as executive officers. Compensation as a group (without naming the individuals) is
received by all such persons and officers acceptable.
during the last three years must be reflected in
a Summary Compensation Table.
ReIated Party Transaction Must disclose the nature and extent of any
Must disclose all transactions by the issuer material transactions between the issuer
company in which the amount involved company, any of its subsidiaries or its
exceeds $60,000 with any director, nominee parent,
for election as director, executive officer of and its affiliates or key management personnel
major shareholder and any member of the during the three years preceding the date of
immediate family of such persons. the document.
The Securities Exchange Act of 1934 (the “Exchange Act”)
The Exchange Act regulates public trading of securities through standards of fair dealing by brokers, dealers
and issuers, and requires certain reports to be filed with the SEC to ensure full and fair disclosure of financial
data material to investment decisions. Issuers of unlisted DRs can obtain an exemption from reporting
requirements under listing of DRs on an exchange, and/or registration under the Securities Act of a public
offering in the U.S.
Key Provisions of the Exchange Act ReIevant to Exchange-Listed DR Programs
U.S Reporting Companies Non-U.S. Issuers of Exchange-Listed DRs

(Levels ll and lll)
FinanciaI Statements Prepared in accordance with U.S. GAAP Prepared in accordance with the GAAP of the
and SEC Regulation S-X. country of domicile with reconciliation to
U.S. GAAP, but with no segment reporting.
Compensation Must be disclosed for the chief executive officer, Disclosure is required on an individual basis
regardless of compensation level, and for each of for directors and members of management
the other most highly compensated executive and administrative and supervisory bodies,
officers who earned in excess of $100,000 unless not required in the issuer’s home
and up to two additional individuals who earned country and not otherwise disclosed by the
more than $100,000 but were not serving as issuer. In that case, disclosure in the
executive officers. Compensation received by aggregate amount
all such persons and officers during the received by all officers and directors as a group
last three years must be reflected in a (without naming the individuals) is acceptable.
Summary Compensation Table.
ReIated Party Transaction Must disclose all transactions in which the

amount involved exceeds $60,000 by the Must disclose the nature and extent of any
company with any director, executive officer material transactions between the issuer
or major shareholder. company, any of its subsidiaries or its parent
and its affiliates, or key management personnel
during the one year preceding the date of the
document.
RuIe 12g3-2(b)
This rule sets forth an exemption from reporting under the Securities Exchange Act of 1934 (the “Exchange Act”) for
American Depositary Receipts and certain other Non-U.S. securities.
Under Section 12(g) of the Act, a Non-U.S. issuer with total assets exceeding US$1 million and a class of equity
security held of record by 500 or more U.S. shareholders becomes subject to the registration and reporting provisions
of the Act.
Paragraph (b) of Rule 12g3-2 exempts such an issuer from the reporting requirements of the Exchange Act provided
that the issuer furnishes to the SEC the information that it is requested to disclose in its home country. Key provisions of
Paragraph (b) include that in order to be exempt, an issuer—or a government official or agency of the country of
the issuer’s domicile or in which it is incorporated or organized—must furnish to the SEC information dating from
the beginning of its last fiscal year that it:
a. has made or is required to make public pursuant to the law of the country of its domicile or in which it
is incorporated or organized,
b. has filed or is required to file with a stock exchange on which its securities are traded and which was
made public by such exchange of this section, or
c. has distributed or is required to distribute to its security holders.
Reports to be FiIed with the SEC by
Companies Registered Under the Exchange Act
U.S. Reporting Companies Non-U.S. Issuers of Exchange-

Listed DR Programs
TYPE OF REPORTS TO TIME OF FILING REPORTS TO TIME OF FILING

REPORT BE FILED BE FILED
Annual Report 10-K Within 90 days following 20-F Six months following close
close of fiscal year of fiscal year
Quarterly Report 10-Q Within 45 days following Exempt 1 Exempt 1

close of each of the first
three-quarters of the fiscal year
Current Report 8-K Within a certain time (5/15 6-K 2,3 Promptly after any information
days)
following the occurrence of certain or documentation required to
designated events be furnished on Form 6-K
has been filed with a stock
exchange in the issuer’s home
country, distributed to
stockholders or made public
in the home country
Proxy Statement Preliminary and Preliminary proxy material, 10 Exempt 4 Exempt 4

Definitive Proxy days prior to mailing; definitive
proxy material, at time of first
mailing to stockholders
Directors, Forms 3, 4 or 5 Form 3 (statement of beneficial Exempt 5 Exempt 5

Officers and ownership), 10 days after
Beneficial becoming a director, officer or
Owners 10% holder; Form 4 (statement
of changes in beneficial ownership),
within 10 days of the last day of the
month in which a change occurred;
Form 5 (annual statement of
ownership transactions), within 45
days after the issuer’s fiscal year end
1 Regulation 240.13a-13(b)2 under the Exchange Act exempts foreign private issuers from the requirements to file quarterly reports on Form 10-Q
if they are required to file 6-K reports pursuant to Section 240.13a-16 of the Exchange Act.
2 While 8-K reports filed by U.S. reporting companies subject the issuers to the liability provisions of Section 18 of the Exchange Act, Rule 240.13a-16(c)
under the Exchange Act exempts from such provisions reports filed on Form 6-K by foreign issuers.
3 Regulation 240.13a-11(b) under the Exchange Act exempts foreign private issuers that file reports on Form 6-K from filing any current reports on Form 8-K.
4 Regulation 240.3a-12.3(b) under the Exchange Act exempts foreign private issuers from the proxy regulations.
5 Regulation 240.3a-12.3(b) exempts a foreign private issuer’s directors and officers from reporting on Forms 3, 4 or 5.
Other ReIevant Securities Law Provisions
In recent years, there have been two significant legislative moves to heighten corporate governance compliance by issuers
in the U.S., impacting Non-U.S. issuers in different ways. These include:
>> Regulation Fair Disclosure (Regulation FD), enacted in 2000
>> Sarbanes-Oxley Act, enacted in 2002
Regulation Fair Disclosure (Regulation FD)

Regulation FD was enacted in 2000 to address the SEC’s concerns regarding the integrity of the capital market,
unfair advantage to corporate insiders and loss of public confidence in the fairness of the markets. Regulation FD
provides that whenever an issuer selectively discloses material non-public information to persons expected to
purchase or sell securities, the issuer must make public disclosure either simultaneously or promptly.
Regulation FD applies to reporting issuers in the U.S. (primarily companies having securities listed on a U.S. exchange), and
it technically excludes Non-U.S. private issuers and Non-U.S. governments. However, it is relevant to DR issuers in that:
>> The anti-fraud provisions and insider trading laws of the U.S. apply to the disclosure practices of Non-
U.S. companies which have securities listed on an exchange in the U.S.
>> Selective disclosure may become the basis for a private enforcement action under those laws.
>> The SEC has identified selective disclosure as “bearing a close resemblance” to insider trading.
For these reasons, many Non-U.S. companies with securities trading in the U.S. (including DR issuers) have
voluntarily opted to comply with the requirements of Regulation FD.
Sarbanes-Oxley Act
The Sarbanes-Oxley Act of 2002 was signed into law on July 30, 2002 to address the SEC’s concerns regarding
corporate responsibility and accountability, financial disclosure, accounting and auditing standards, and liability associated
with violations of securities laws. The Sarbanes-Oxley Act provides broad amendments and additions to the Securities
Act, the Exchange Act and other laws in response to breaches in corporate governance.
There is no provision in the Sarbanes-Oxley Act itself that universally exempts Non-U.S. issuers. However, in adopting
rules to implement the law, the SEC has applied certain exemptions for Non-U.S. companies. With respect to
depositary receipts, issuers of Level l programs are exempt because they are generally exempt from reporting under the
Exchange
Act. However, issuers of Level ll and Level lll DR programs must comply with the Sarbanes-Oxley
Act. The table below highlights the provisions of the Sarbanes-Oxley Act that may impact DR issuers.
SeIected Provisions of the Sarbanes-OxIey Act AppIicabIe

to Non-U.S. Issuers
Unless otherwise noted in the table, there are no statutory exemptions for non-U.S. issuers.
Provision Section Description
Audit Committee Requirements 301 All listed companies must maintain independent audit committees that are
responsible for employment, compensation and oversight of auditors.
There are limited exemptions for foreign private issuers.
Certification of FinanciaI DiscIosure 302 & 906 Section 302 requires CEOs and CFOs to certify for each annual, semi-
annual or quarterly report “filed or submitted” to the SEC the following:
>> he/she has reviewed the filing
>> there are no material misstatements or omissions
>> it is a fair presentation of financial condition
>> he/she has responsibility for internal controls and their effectiveness
>> he/she has disclosed to auditors and the Audit Committee any
control deficiencies and fraud, and corrective actions taken
concerning control weaknesses or deficiencies
Section 906 requires CEOs and CFOs to certify for all Exchange
Act reports containing financials that:
>> the financials comply with Exchange Act requirements
>> the financials are a fair representation of the financial condition
and reports of operation
Further, Section 906 provides for criminal penalties for failure to

comply including:
>> fines of $1 million to $5 million
>> imprisonment from 10 to 20 years
Provision Section Description
UnIawfuI InfIuence on 303 Section 303 prohibits any officer, director or other persons under
Conduct of Audits their direction from taking any action to fraudulently influence, coerce,
manipulate or mislead auditors for purposes of rendering financial
statements to be materially misleading.
CEO/CFO Forfeiture of 304 Section 304 provides that if an issuer is required to prepare an accounting
Bonuses and Profits restatement due to material noncompliance by the issuer with the financial
reporting requirements of the securities laws as a result of misconduct,
the CEO/CFO of the issuer will be required to reimburse the issuer company
for any bonus/equity-based or incentive-based compensation/profits
received or realized during the 12 months following the public issuance or
filing of the relevant financial document.
Officer and Director 305 Section 305 provides that the SEC has power to bring action against a
Bars and PenaIties person “unfit” to serve as officer/director and to obtain applicable equitable
relief appropriate and necessary to benefit investors.
Prohibition on Insider 306 Section 306 provides that directors and executive officers are prohibited
Trading During Pension Fund from buying, selling or otherwise transferring equity securities (acquired
BIackout Periods in connection with employment) during any blackout period for a
self-directed pension plan.
SEC has provided exemptions for certain transactions (e.g., DRIPs,

advance election).
Enhanced FinanciaI 401 Section 401 provides for certain adjustments to GAAP financials, including
DiscIosures that all annual and quarterly financials filed with the SEC must disclose all
material off-balance sheet transactions, arrangements, obligations and
relationships with unconsolidated entities that may have material current
or future effect on financials.
All GAAP financials must contain all corrective adjustments identified by RPAF.
There are limited exceptions for foreign private issuers on prohibitions

to use non-GAAP items.
Prohibition and PersonaI Loans 402 Section 402 provides that issuers are prohibited from extending or renewing
credit in the form of personal loans to any director or executive officer
(except
for consumer loans generally available to the general public on market terms).
Audit Committee FinanciaI 407 Section 407 requires an issuer to disclose in annual/quarterly reports
Expert whether or not (and if not, why not) its audit committee comprises at least
one member that is a “financial expert.”
Foreign private issuers must make this disclosure in their Form 20-F filings.
VII. U.S. Listing Requirements
ADRs may be listed in the U.S. on the New York Stock Exchange (NYSE), the Nasdaq Stock Market
(Nasdaq) or the American Stock Exchange (Amex), each having different requirements. The tables following
highlight key aspects of the standards and fees for each venue. These listing requirements are subject to
updates and changes. The Web site of each exchange or stock market provides more detailed descriptions
of the listing requirements.
Web Directory for U.S. Listing Requirements

New York Stock Exchange www.nyse.com Go to “Information For... Listed
Companies” from the home page.
Nasdaq Stock Market www.nasdaq.com Go to the “Listed Companies” section

on the home page.
American Stock Exchange www.amex.com Go to “Equities” from the home page,

then go to “Listing Process.”
New York Stock Exchange 1
The NYSE requires that all its securities are fully registered under the Securities Exchange Act of 1934 (Form 20-F
or Schedule 8-A upon offering, and Form 20-F thereafter). Non-U.S. companies (ADRs or equivalent securities) may
comply with either the “Domestic Alternative Listing Standards” or the “Alternative Listing Standards for Non-U.S.
Companies.” The same fee structure applies to domestic and Non-U.S. companies.
Quantitative Minimum Standards
Domestic OriginaI Domestic AIternative OriginaI AIternative Listing Standards

Listing Standards Listing Standards for Non-U.S. Companies
Number of 2,000 U.S. 2,200 total shareholders, with aver- 5,000 worldwide
SharehoIders (holders of 100 or more shares) age monthly trading volume for the (holders of 100 or more shares)
most recent 6 months of 100,000
shares. Or
500 total shareholders, with average

monthly trading volume for the most
recent 12 months of 1 million
shares.
PubIicIy HeId Shares 1.1 million 1.1 million 2.5 million worldwide
Aggregate Market VaIue $100 million $60 million (for IPOs, spin-offs and $100 million worldwide
of PubIicIy HeId Shares carve-outs)
FinanciaI $10 million aggregate pre-tax $25 million aggregate operating $100 million aggregate pre-tax
Requirements income over the last 3 years with cash flow for 3 years (each year must income for the last 3 years with
$2.0 million in each of the 2 most be positive) for companies with at $25 million minimum in each of
recent years. least $500 million in global market the 2 most recent years. Or
capitalization and $100 million in
revenues for the most recent 12 $100 million aggregate operating
months. Or cash flow for 3 years with a mini-
mum of $25 million operating
$75 million U.S. revenues for the most cash flow in the 2 most recent
recent fiscal year and $750 million years
U.S. in global market capitalization. for a company with global market
capitalization of at least $500
million, and at least $100 million
in revenues during the most recent
12 months. Or
$75 million in revenues for the most

recent fiscal year and $750 million
Fees
Domestic and Non-U.S. Listing Fees
InitiaI Original fee of $37,500, plus initial fee paid upon listing of shares based on the number of shares issued.
Shares issued: Fee per share:

Up to 75 million $0.0048
75+ to 300 million $0.00375
Over 300 million $0.0019
Minimum $150,000
Maximum $250,000
AnnuaI $930 per million shares

Minimum $38,000
1 All currency values stated are in $US. Standards are as of November 28, 2005. Fees are effective as of January 1, 2006.
Nasdaq Stock Market 1
For the Nasdaq Stock Market, the “Quantitative Minimum Standards” apply to ADRs or foreign securities. Issuers—regard-
less of whether they are U.S. companies or Non-U.S. companies—may comply with any one of the three Listing Standards.
The Nasdaq requires full registration under the Securities Exchange Act of 1934 (Form 20-F). While initial fees are the
same for all Nasdaq issuers, Non-U.S. issuers may comply with separate requirements for annual fees as noted.
Quantitative Minimum Standards
Listing Standard 1 Listing Standard 2 Listing Standard 3
SharehoIders’ Equity $15 million $30 million Not Applicable
Market CapitaIization 2 Not Applicable Not Applicable $75 million. Or
$75 million total assets

and $75 million total revenue
Pretax Income From $1 million Not Applicable Not Applicable

Continuing Operations
(in latest fiscal year or in 2
of last 3 fiscal years)
PubIic FIoat (shares) 3 1.1 million 1.1 million 1.1 million
Operating History Not applicable 2 years Not applicable
Market VaIue of PubIic FIoat $8 million $18 million $20 million
Minimum Bid Price $5 $5 $5
SharehoIders 400 400 400

(round lot holders) 4
Market Makers 3 3 4
Corporate Governance Yes Yes Yes

Requirements Specified
by Nasdaq
Fees
InitiaI Up to 30 million shares $100,000

30+ to 50 million shares $125,000
Over 50 million shares $150,000
AnnuaI Shares Outstanding Domestic Non-U.S. Companies (ADRs)

Up to 10 million $24,500 $21,225
10+ to 25 million $30,500 $26,500
25+ to 50 million $34,500 $29,820
50+ to 75 million $44,500 $30,000
75+ to 100 million $61,750 $30,000
Over 100 million $75,000 $30,000
1 All currency values stated are in $US. Standards and fees are as of November 28, 2005.
2 Seasoned companies (already listed or quoted on another marketplace) qualifying under the market capitalization requirements of Listing Standard
3 must meet the market capitalization and the bid price requirements for 90 consecutive trading days prior to applying for listing.
3 Public float is defined as shares outstanding, less any shares that are held directly or indirectly by any officer or director of the issuer, or by any
other person who is the beneficial owner of 10% or more of the total shares outstanding.
4 Round lot holders are considered holders of 100 shares or more.
American Stock Exchange1
In order to list on the Amex, the issuer must comply with any one of the four Distribution Standards, plus any one
of the four Financial Standards. Distribution Worldwide Standard 4 is available exclusively to Non-U.S. companies.
Non-U.S. companies may list on the Amex if they comply with any of the four Distribution Standards, even the ones
labeled “Domestic.” The fees are the same for all issuers that list on the Amex. The Amex requires full registration
under the Securities Exchange Act of 1934 (Form 20-F) and any applicable interim reports (Form 6-K).
Distribution GuideIines
Domestic Distribution Domestic Distribution Domestic Distribution Distribution
Standard 1 Standard 2 Standard 3 Standard 4
PubIic FIoat 500,000 1,000,000 500,000 1,000,000 Worldwide
(requires $3 million U.S.
market value of float held
worldwide)
StockhoIders 800 400 400 800 Worldwide
(round lot holders)
Average DaiIy Not applicable Not applicable 2,000 shares minimum for Not applicable
VoIume, U.S. prior 6 months
FinanciaI GuideIines
FinanciaI FinanciaI FinanciaI FinanciaI
Standard 1 Standard 2 Standard 3 Standard 4
StockhoIders’ $4 million $4 million $4 million Not applicable
Equity
History of Not applicable 2 years Not applicable Not applicable

Operations
Minimum $3 $3 Not applicable $3
Stock Price
Pre-Tax Income $750,000 in latest Not applicable Not applicable Not applicable
fiscal year or in 2 of last
3 fiscal years
TotaI Market Not applicable Not applicable $50 million $75 million. Or
CapitaIization
total assets and total
revenues of $75 million
each in last fiscal year or in
2 of last 3 fiscal years
Aggregate $3 million $15 million $15 million $20 million
Market VaIue
of PubIicIy
HeId Shares
Fees 2
InitiaI Less than 5 million shares $30,000 AnnuaI Less than 5 million shares $15,000
5+ to 10 million shares $40,000 5+ to 10 million shares $17,500
10+ to 15 million shares $50,000 10+ to 25 million shares $20,000
Over 15 million shares $60,000 25+ to 50 million shares $22,500
Over 50 million shares $30,000
1 Distribution Guidelines, Financial Guidelines and Fees are as of November 28, 2005.
2 Fees are calculated on the basis of the number of securities listed and apply to all Amex listed securities, regardless of Distribution
Standards and Financial Standards with which the issuer complies.
VIII. DR Proxy Services
In today’s fast-paced business environment, the shareholders’ meeting and proxy voting process are essential commu-
nications activities for public companies – including issuers using DRs. Elements of the proxy voting process that are
key to its success include efficient distribution of materials, tabulation of votes and re-registration of shareholder
names when necessary.
A proxy is the written authorization transferring a DR shareholder’s voting rights to an agent of the shareholder.
The agent then votes the shares accordingly at the shareholders’ meeting. The primary vehicle used in proxy voting
is the proxy statement, the information given to shareholders in conjunction with the solicitation of proxy.
The U.S. Securities and Exchange Commission (SEC) requires that shareholders of a company having securities
registered under Section 12 of the Securities Exchange Act of 1934 receive a proxy statement prior to a shareholders’
meeting, whether annual or extraordinary. The information contained in the statement must be filed with the SEC
before soliciting a shareholder vote on the election of directors and the approval of other corporate actions.
Solicitations, whether by management or shareholders, must disclose all important facts about the issues on which
shareholders are asked to vote.
The SEC exempts most Non-U.S. companies from proxy registration requirements except:
>> Under special circumstances (e.g., shareholder votes relating to mergers and acquisitions)
>> When a Non-U.S. company loses its “foreign private issuer” status. This occurs in the event that (i) 50%
of an issuer’s voting securities are held by U.S. persons, and (ii) the majority of executive officers are in the
U.S. or are U.S. citizens, or more than 50% of the company’s assets are in the U.S., or the issuer’s business
is administered principally in the U.S.
Proxy Services as a Communications Vehicle

Corporate governance is an important issue for companies in all industries. The proxy process plays a crucial role in
corporate governance as a communications vehicle between a DR issuer and its investors. Currently, two forces
have been driving change in the proxy arena: the increasingly global nature of business, and the growing
concentration of institutional ownership.
In the past, DR companies’ shareholders’ meetings played a small role outside the home market. As the ownership
of companies has shifted to a high concentration of institutional shareholders and a global shareholder base, the
meeting has lost a significant amount of discussion, debate and two-way flow of information. As a result,
corporations all over
the world have recognized the need to enhance the proxy process and transform selected local practices into global
practices. For example, many companies with significant DR ownership are scheduling their shareholders’ meetings
in the early second quarter of the calendar year, in accordance with U.S. market practices, to achieve greater investor
participation levels.
Further, companies may use the proxy process as an investor relations tool. The proxy process provides visibility as well
as essential information to both beneficial holders and registered holders inside and outside the issuer’s local market.
Information Guide << 40

Regulatory Influences in the Proxy Process
Four contractual regulatory influences shape the proxy process for every DR company. The depositary bank and
DR issuer need to work closely together to ensure thorough understanding of these influences and compliance with
agreements and regulations.
1 The Deposit Agreement – The Deposit Agreement addresses the responsibilities of the depositary, the DR
issuer and the DR holders in relation to proxy voting procedures. Generally, the DR issuer must inform the
depositary of upcoming shareholders’ meetings and voting requirements. The depositary in turn must inform
market authorities, including the exchange (NYSE, Nasdaq or Amex), if applicable, registered shareholders and
beneficial owners.
2 Exchange ReguIations – The NYSE has set forth precise procedures for proxy voting, such as requiring a
minimum of ten days’ notice prior to the record date established. Other requirements include that a minimum
of 30 days must be allowed between the record and meeting dates, and that the meeting notice must indicate
all matters to be voted on, unless the notice is accompanied by printed material being sent out to shareholders.
If the closing of the transfer books is provided, the date of reopening should also be included. Nasdaq
and Amex do not have specific written rules in regard to proxy voting. For DR programs not listed on the
NYSE, issuers generally are advised to consult their depositary bank.
3 LocaI Market ReguIations – Local market regulations govern the procedures required for soliciting proxy
votes outside the United States. While DRs are U.S. equity instruments to which U.S. regulations apply,
they are also subject to local market regulations. Market regulations vary by country and can cover a wide
range of prescribed activities.
4 Company ByIaws – Each corporation has its own bylaws that dictate how shareholders’ meetings are
conducted, the roles and responsibilities of the various corporate officers and the shareholders’ meeting, what
constitutes a quorum, etc. The depositary and DR issuer work together to incorporate the issuer company’s
bylaws with the other regulatory factors.
Internet Voting: Potential to Increase Response Rates

Internet voting offers an issuer’s registered holders a convenient way to vote that involves less time than
traditional channels and greater flexibility to make address changes, elect to receive future proxy and annual
reports via e-mail, and submit comments. (Beneficial owners are able to vote online via ADP.) These benefits
may result in greater
shareholder participation in the proxy process. Further, Internet voting can also decrease the overall response time for
receipt of votes, which is particularly relevant to Non-U.S. companies, where cutoff dates are typically much earlier
than for U.S. companies. When the deposit agreement provides for Internet voting, the voting cards sent to registered
holders offer the choice to vote by mail, telephone or Internet. DR holders vote via the Internet through the
depositary’s Web site, which links to the secure proxy site.
Preparing for the Shareholders’ Meeting

In order to comply with the detailed regulations and take full advantage of the communication opportunity, the proxy
process should be managed with diligence and a high level of professionalism. The following is a sample timeline leading
up to an exchange-listed DR issuer’s AGM.
SampIe TimeIine for Proxy Process1 Leading up to DR Issuer Company AnnuaI
GeneraI Meeting (AGM)
➤ ➤
8 months prior to AGM2 3 months prior to AGM 45-60 days prior to AGM
>> Planning session with Company, >> Depositary distributes final proxy >> Company provides Depositary with draft
including review of previous year’s AGM timetable of agenda items and company notice
3
>> Establishment of preliminary, company- >> Depositary determines U.S. record >> Depositary notifies NYSE of AGM
specific timeline date, mailing date, cut-off date record date and meeting date (required
and tabulation date by the NYSE a minimum 10 calendar
➤ days prior to record date; Listing
>> Depositary corresponds with Company
Manual section 401.02)
head office and local custodian to
agree on the AGM process and key >> Depositary requests full broker search
dates associated with the Meeting to obtain the number of beneficial
holders, ensuring that every holder
receives voting materials
>> Depositary provides first draft of the
depositary’s notice of the meeting
and DR proxy voting card for
Company review
1-2 months post AGM

>> Review of the AGM process and the
shareholder voting participation rate
>> Start the planning process for the
next AGM
1 Procedures may vary from country to country. This timeline is a sample intended to capture the general flow of the proxy process.
2 Dates noted throughout Sample Timeline are approximate and may vary depending on individual program needs and/or constraints.
3 References are made to NYSE requirements throughout this Sample Timeline. For DR programs not listed on the NYSE, issuers
generally are advised to consult their depositary bank.
4 Local market regulations vary. In certain countries, a “blocking period” may be enforced which will move the DR voting (“blocking”)
deadline date up to meet local custodian requirements. The blocking period typically occurs approximately 10 days prior to AGM.
➤ ➤ ➤
➤
45-60 days prior to AGM cont’d. 30-45 days prior to AGM 3-9 days prior to AGM
U.S. Record Date for proxy/annuaI >> Depositary mails to the registered 5-9 days prior to AGM 4
report maiIing holders
>> Deadline for Depositary to
1. Company invitation letter to
>> Company publishes agenda in the receive proxy voting instructions
the Meeting
issuer’s home market from DR holders
2. DR proxy card
>> Depositary prepares its Web site 3. Depositary notice of meeting
6-7 days prior to AGM
regarding AGM to go live when the with Q&A
mailing starts 4. Return envelope >> Depositary faxes and sends by
5. Outgoing mailing envelope SWIFT the Company final proxy
>> Company approves DR proxy materials
6. Company enclosures (e.g., annual results to DR custodian bank
>> Company confirms shipping instructions report, 20-F, etc.)
>> Depositary copies Company investor
to Depositary including
>> Depositary mails items 1-6 above relations department of the proxy results
— List of materials to be delivered
to ADP, which acts as mailing agent
— Shipping method
for beneficial holders (bank broker 3-5 days prior to AGM
>> Company delivers relevant materials and nominee accounts) as of record
date >> Depositary notifies Company registrar
to depositary’s mailing agent
of the vote count
>> Depositary delivers six sets of materials
to the NYSE including:
1. Summary reports
2. Meeting agenda
3. Annual request card
4. Proxy card
5. Depositary’s notice of meeting to
NYSE (NYSE requirement; Listing
Manual section 402.01) ➤
AGM
IX. Investor ReIations
Investor relations is a strategic management responsibility that integrates finance, communication, marketing
and securities law compliance to enable the most effective two-way communication between a company,
the financial community and other constituencies, which ultimately contributes to a company’s securities
achieving fair valuation.
— National Investor Relations Institute (NIRI)
Investor relations (IR) is the broad term generally applied to communicating with the financial markets. On a basic
level, IR activities in the U.S. focus on compliance with stock exchange and SEC requirements for providing informa-
tion to shareholders.
On a more sophisticated level, IR communicates corporate strategy to a target group of investors and influencers.
An active IR program can help ensure a stock price is fully and fairly valued, and accurately reflects the growth and
earn- ings potential of the company. A fully valued stock price can:
>> Facilitate access to capital at lower cost
>> Provide adequate return to shareholders
>> Improve acquisition opportunities
>> Increase incentives for stock option holders
>> Protect against a lower-than-asset bid for stock
For publicly traded programs, an effective, proactive investor relations program can contribute to strong demand
for a company’s stock, developing a perception of financial well-being and promoting a positive image not just to
investors and analysts but also to customers, vendors, regulators, employees and the communities in which the issuer
does business. An essential role of IR is to monitor the U.S. financial community’s view of the company’s strategy,
operations and management and to feed this information back to senior management.
The issuer’s specific IR goals depend on two essential factors: the level of familiarity with the company and the level
of favorability of the company’s image in the U.S. market. Over time, clear communication facilitates fair valuation and
access to capital markets.
Irrespective of the type of DR program or the particular market where the issuer’s security trades, most IR activities
come under three broad categories:
1) Expand awareness within the targeted financial community including buy- and sell-side analysts, portfolio
managers, brokers, individual investors and the financial media.
2) Reinforce interest among current shareholders, ensuring that investment decisions are informed actions.
3) Educate and attract new shareholders, creating a reservoir of buy interest to continuously support the stock.
Over time, cIear communication faciIitates fair vaIuation and
access to capitaI markets
Hi
gh Share Price Fair VaIuation
at Risk
Action steps: Action steps:
>> Increase investor awareness >> Gather investor intelligence
>> Develop content-driven tools >> Broaden shareholder base
>> Build investment rationale >> Refine ideal investor profile
FA
VO
RA
BI Competitive Liquidity at
LI Disadvantage Risk
TY
Action steps: Action steps:
>> Develop corporate positioning >> Refine investment rationale
>> Develop IR strategy >> Broaden shareholder base
>> Develop IR plan >> Increase investor meetings and
Lo road shows
w
Low High
FAMILIARITY
IR Specifically for DR Issuers

The use of a depositary receipt instrument facilitates cross border investment and supports the issuer’s primary
investor relations objectives by providing the following benefits:
>> Generating shareholder interest and broadening the market for the issuer’s securities
>> Lowering the cost to international investors of investing in Non-U.S. securities
>> Establishing a track record with the international financial community
>> Promoting trading liquidity
>> Gaining name recognition in global markets and/or the U.S. market, paving the way for future debt and
equity offerings.
The depositary bank may offer to its issuer clients IR counsel as a value added service, providing expert perspective
on IR best practices, regulatory changes in global markets and IR tactics to respond to challenging market conditions.
IR Activities in the U.S.
The U.S. is a demanding market, requiring management commitment, transparency, visibility and an understanding
of investor needs. U.S. investors expect a high level of information and clear, consistent communication. To attract
investment attention in the highly competitive U.S. capital markets, Non-U.S. issuers must first gain recognition from,
and then position themselves correctly with, the right group of investor decision-makers and influencers.
Many DR issuers have an in-house IR team based in the U.S. in addition to an in-house IR team in the company’s
home market offices. Some Non-U.S. companies enlist the help of an investor relations consulting firm as a complement
or an alternative to an in-house IR team. Key roles of IR professionals are to forge links with and build understanding
of the company’s U.S. current and potential investor base and to provide feedback and insight to senior management.
Some companies focus on a combination of the following when establishing a U.S. IR program:
>> Investor relations strategic planning
>> Shareholder identification and targeting
>> Accessing new institutional investors
>> IR and Corporate Governance
>> Disclosure Policy and Practices
>> IR firm evaluation and selection
>> Retail investor programs
>> Road show and presentation advice
>> IR Web site and web casting
>> Financial media relations
Best practice investor relations should be the goal of all companies looking to attract cross border capital and gain a
competitive advantage through open dialogue with the markets. With this objective, the above principles are applicable
for all types of DR structure.
The key to effectiveness in any IR program is taking into account the two-way nature of the role: to communicate
to the market the company’s performance and future prospects, and to listen to and act upon the market’s reaction
to the story.
Do Non-U.S. Companies ReaIIy Need the U.S. CapitaI Market?
Adapted from a Citigroup-sponsored report in IR Magazine, July 2004
With the greater regulatory burdens placed on ADR issuers by the Sarbanes-Oxley Act of 2002 and other SEC
requirements, some Non-U.S. issuers recently have been rethinking their level of participation in the U.S. market.
However, many
issuers find that the benefits of an ADR program –visibility, access to an unparalleled pool of capital, greater liquidity
and the chance to attract institutional investors prohibited from purchasing ordinary shares on Non-U.S. exchanges –far
outweigh the more stringent regulations.
Non-U.S. issuers are understandably eager to attract a piece of the total assets in the U.S. equities market, which is
estimated to be worth a staggering $12 trillion, or 38 percent of the market cap of the world’s major exchanges.
What’s more, total U.S. investment in Non-U.S. equities has steadily increased over time, rising from $279 billion in 1991 to
$1.9 trillion in 2003. As additional data emphasizing the sustained U.S. investor appetite for Non-U.S. equities, net U.S.
investor inflows to Non-U.S. equities have been positive in every year since 1980 with the sole exception of 1987,
despite recent declines in asset values.
New U.S. regulations are not viewed as a serious obstacle for many issuers, particularly as quite a few equities markets outside the
U.S. have even stricter corporate governance requirements. Further, IROs from Non-U.S. companies have cited stiffer standards
as an opportunity to differentiate themselves. Other good reasons for Non-U.S. issuers to rise to the challenges of
Sarbanes- Oxley and listing requirements of U.S. exchanges include the possibility of financial rewards. Research by Hong
Kong-based
CLSA Asia-Pacific Markets suggests that investors will pay a 50 % premium for sound corporate governance.
In the end, the seriousness and depth of a company’s strategic intent may be the best indicators of an ADR’s future success.
A sustained IR program and a lot of effort are unquestionably required in order for an issuer to grow its U.S. investor base.
U.S. Investment in Non-U.S. Equities

LeveIs and Net FIows 1980-2003
Source: U.S. Federal Reserve, Flow of Funds Accounts of the United States, March 4, 2004
2,500 140
120
2,000
100
80
1,500
Ne
Le t
veI 60 FI
ow
1,000 s
40
20
500
(20)
Levels ($US billions) Net Flows ($US billions)

X. DR TerminoIogy
American Depositary Receipts (ADRs)
A negotiable instrument issued by a U.S. depositary bank evidencing ownership of shares in a Non-U.S. company. Each
ADR denotes American Depositary Shares (ADSs), representing a specific number of underlying shares on deposit with a
custodian in the issuer’s home market. ADRs are quoted and traded in U.S. dollars in the U.S. securities market, and the
associated dividends are paid to investors in U.S. dollars. ADRs were specifically designed to facilitate the purchase,
holding and
sale of Non-U.S. securities by U.S. investors and to provide a corporate finance vehicle for Non-U.S. issuers.
American Depositary Shares (ADSs)

A security issued in the U.S., representing shares on deposit with a custodian in the issuer’s home market. An American
Depositary Receipt (ADR) evidences one, a fraction of one, or more than one American Depositary Share. The term “ADR”
is often used to mean both the certificates and the securities themselves.
American Depositary Warrants (ADWs)

Warrants typically entitle the holder to purchase a specified number of shares for a specified price over a specified period
of time in the local market. ADWs issued against deposited warrants generally entitle the holders to purchase a
corresponding specified number of ADSs representing the issuer’s shares deposited in its DR facility for a specified price
in U.S. dollars
over the same specified period of time provided under the terms of the issuer’s warrants.
American Stock Exchange (Amex)

A U.S. national securities exchange on which listed securities are traded. Amex is operated as an auction market and was
merged with the NASD’s Nasdaq in 1998 but continues to operate as a separate exchange.
BeneficiaI Owner
Person entitled to the rights and privileges that derive from ownership of a security (including income, voting rights and
power to transfer), regardless of who has physical possession of the security or the name in which the security is registered.
Bifurcated GDR
DR structure in which the securities of a Non-U.S. issuer are offered simultaneously but as separate and distinct classes: (i)
in the form of Rule 144A DRs, to investors who satisfy the definition of QIB, and (ii) in the form of Reg S DRs, to investors
who are located outside of the U.S.
BIue Sky Securities Laws

Securities laws of the individual states within the U.S., designed to protect investors from “blue sky” (worthless) securities.
The federal securities laws in most instances override the individual state’s securities laws.
Cede & Co.

The nominee name for DTC. Physical securities underlying ownership positions and transactions by participating banks and
brokers in the U.S. that are safekept at DTC (or at a custodian designated by DTC) are registered under the name Cede & Co.
ConvertibIe Security
A security that, at the option of the holder and/or issuer, may be converted for another security of the same issuer.
Convertible securities are frequently securities such as debentures and notes.
CIearstream
An international clearing organization, located in Luxembourg, responsible for clearing and settling international securities
transactions.
CUSIP Number
A unique identification number assigned to a security issuance to facilitate clearing and settlement. The numbering system is
used primarily in the U.S. and is established by the ABA Committee on Uniform Security Identification Procedures (CUSIP).
Custodian
An agent that safekeeps securities for its customers and performs related corporate action services. With regard to DRs,
the custodian may be the overseas branch, affiliate or correspondent of the Depositary and is responsible for safekeeping
the securities underlying the DRs and performing related corporate actions services.
Debenture
A certificate of indebtedness representing the issuer’s promise to pay a certain sum at a specified time.
Depositary
A bank, such as Citibank, N.A., which issues DRs, facilitates cross border settlement through DRs and administers the DR
facility. Aspects of administration include maintenance of DR program records, corporate actions processing, interaction
with custodians for deposited securities and consultations regarding investor relations efforts.
Depositary Receipt (DR)

A negotiable certificate evidencing depositary shares (DSs) representing ownership of shares in a Non-U.S.
company. DRs facilitate the purchase, holding and sale of securities by investors outside the issuer’s home market
and provide a corporate finance vehicle for issuers outside of their own country.
Depositary Share (DS)

A security, evidenced by a DR, representing shares on deposit with a custodian in the issuer’s home market. The term “DR”
is often used to mean both the certificates and the securities themselves.
Depository Trust & CIearing Corporation (DTCC)

DTCC, through its subsidiaries, provides clearance, settlement and information services for equities, corporate and
municipal bonds, government and mortgage-backed securities, and Over-the-Counter credit derivatives. DTCC’s depository
(DTC) also provides custody and asset servicing for more than two million securities issuers from the United States and
one hundred
other countries and territories.
Depository Trust Company (DTC)

A subsidiary of DTCC, DTC is the primary national depository and clearing and settlement system in the U.S. for book-entry
securities of participant institutions. Participant institutions include securities brokers and dealers, banks, trust companies
and clearing corporations. DTC provides the primary book-entry transfer facility for Non-U.S. government securities.
DTC/EurocIear/CIearstream Bridge
An electronic settlement link between DTC, Euroclear and Clearstream.
Dividend Reinvestment PIan (DRIP)

A plan whereby stockholders may automatically reinvest dividend payments in shares of the company’s stock, or in DRs
representing shares of the company’s stock.
Embedded Restricted Securities (ERS)

Restricted securities embedded into an exchange-listed program. This structure is used when an existing exchange-listed
issuer needs to issue restricted ADRs. The restricted securities are listed on the exchange, but they are segregated from
the registered ADRs for securities law purposes.
DR TerminoIogy continued
EmpIoyee Stock Ownership PIan (ESOP)

Employer sponsored plan pursuant to which companies contribute funds to a tax-deferred compensation plan for the purpose
of purchasing employer shares/ADRs for ESOP participants in accordance with a compensation-based allocation.
EmpIoyee Stock Purchase PIan (ESPP)

Employer sponsored plan that enables participating employees to purchase employer shares/ADRs with after-tax income.
ESPPs typically enable the participating employees to purchase the shares/ADRs at a discount from market value.
EurocIear
An international clearing organization, located in Brussels, responsible for holding, clearing and settling international securities
transactions.
EurocIear/CIearstream Bridge
An electronic settlement link between Euroclear and Clearstream.
Exchange Agent
The agent appointed to accept presentations of one security for a different security or cash consideration.
ExchangeabIe Bonds or Notes

Debt instruments issued by a company (not necessarily an ADR issuer) which may convert into an ADR of that issuer or
another issuer, usually an affiliate of the issuing company.
FIowback
The cancellation of outstanding DRs and delivery of corresponding securities in the issuer’s home market.
GIobaI Depositary Receipts (GDRs)

A DR issued simultaneously in two or more markets through a global offering. GDRs may be issued in either the public or
private markets inside or outside the U.S. The DTC/Euroclear/Clearstream Bridge eases settlement of GDRs and
enhances their cross border liquidity.
InstitutionaI Investor
An entity—such as an insurance company, investment company, mutual fund, employee benefit plan or charitable organization—
that invests large sums in the securities markets.
InternationaI Security Identification Number (ISIN)

An identification number designed by United Nations’ International Organization for Standardization commonly used to identify
securities traded and settled in Non-U.S. markets.
Issuer
The Non-U.S. company that establishes or maintains a DR program or a NY Registry Share program.
Listed Securities
Securities of an issuer designated for trading on a national stock exchange or association in the U.S. In order to be designated
for trading on a national stock exchange or association, an issuer must meet certain eligibility criteria, file an application with
the stock exchange or association and register the securities to be designated with the SEC under the Securities Exchange
Act of 1934.
Listing Agent
A financial institution appointed by an issuer to arrange for the listing of securities on an exchange typically outside the U.S.
Market Makers
Securities dealer in the U.S. Over-the-Counter market standing ready to buy or sell securities for which they quote prices.
N Shares
The N Share structure was created to assist issuers in developing markets in accessing international investors while retaining
control over ownership in the home market. N Shares are not listed in the home market and cannot be purchased by local
investors. N Shares are created by the issuer to provide a means of raising capital among international investors.
NationaI Association of Securities DeaIers (NASD)

A self-regulatory organization established to regulate the Over-the-Counter market. The NASD is a consortium of brokers
and dealers responsible for establishing the legal and ethical standards for its members and for the operation of Nasdaq and
the Over-the-Counter market.
NationaI Association of Securities DeaIers Automated Quotation System (NASDAQ)

Computerized system that provides brokers and dealers with price quotations of securities traded Over-the-Counter comprised
of the Nasdaq National Market and the Nasdaq SmallCap.
NASDAQ NationaI Market System (NMS)

The market for Nasdaq’s largest and most actively traded securities.
New York Stock Exchange (NYSE)

Founded in 1792, this is the largest and oldest organized securities exchange in the U.S. It operates as an auction market
where orders are brought to the trading floor for execution by specialists posted at various locations on the trading floor.
New York Registry Shares (NYRSs)

Shares of Non-U.S. companies that trade and settle in the U.S. in $US without the need for the issuance of DRs. In order
to enable the issuance of NYRSs, Non-U.S. issuers appoint a U.S. bank to provide shareholder registration, certificate
transfer, dividend payment and proxy services in the U.S. In order to establish a NYRS program, the issuer needs to ensure
that the
legal environment in the issuer’s home market enables the issuance of shares in the manner generally required in the U.S.
(i.e. including registered shares, transfer of ownership and register of shareholders). The structure is typically used by Dutch
issuers, as local law allows share registration to occur outside of the Netherlands.
Nominee
Legal entity established solely for the purpose of registration of record ownership of securities. A custodian typically registers
customer securities in a nominee name for ease of handling subsequent transfers or denomination changes, interest and
dividend collections and other corporate actions. Notwithstanding registration in a nominee name, the customer of the
custodian remains the beneficial owner.
OTC BuIIetin Board

A regulated transaction and quotation service that displays real time quotes and last sale prices for U.S. securities not listed
on Nasdaq or on a national securities exchange. Market makers – not the issuer company – can apply to include a security
on the OTC Bulletin Board. To be eligible, a security must be registered with the SEC and current in its reporting
obligations.
Over-the-Counter (OTC) Market

A network of securities dealers that make markets in many different securities. OTC dealers may or may not be members of
a national securities exchange. OTC securities may be issued by companies that choose not to list or are unable to comply
with the standards for listing on a U.S. exchange or Nasdaq.
OTC equity securities can be quoted on the Pink Sheets Electronic Quotation Service and/or on the OTC Bulletin Board if
the securities are registered with the SEC and their issuers are current in their reporting obligation. However, some OTC
securities are not quoted on either the Pink Sheets or the OTC Bulletin Board.
Pink Sheets
A centralized quotation service that collects and publishes market maker quotes for OTC securities in real time. Pink Sheets is
neither a Securities and Exchange Commission (SEC) Registered Stock Exchange nor a Broker-Dealer. Because the Pink
Sheets is not an issuer listing service and has no “listing requirements,” OTC issuers are not required to provide financial infor-
mation to the Pink Sheets, though some do so on a voluntary basis. Issuers are not required to register securities with the SEC
or be current in their reporting requirements to be quoted on the Pink Sheets.
DR TerminoIogy continued
PORTAL
An automated trading system providing security descriptions and pricing information for Rule 144A securities.
PORTAL was developed by the NASD to support the distribution of private placements and to facilitate liquidity in the
secondary trading of Rule 144A securities by QIBs.
Private PIacements
A securities offering in the U.S. that is exempt from registration under the Securities Act of 1933. The issuance of private
placements gives rise to Restricted Securities and cannot be made available to the general public in the U.S.
Proxy
The instrument authorizing transfer of a shareholder’s voting rights to an agent of the shareholder. Proxy may also mean
the person empowered to act as the agent to vote in place of the shareholder. Additionally, the proxy process represents
a communication opportunity between an issuer and its shareholders. The primary vehicle used in proxy voting is the proxy
statement, the information given to stockholders in conjunction with the solicitation of proxy.
QuaIified InstitutionaI Buyers (QIBs)

Investors eligible to purchase and trade in Rule 144A securities on PORTAL. QIBs are institutions that manage on a discre-
tionary basis at least $100 million in securities of issuers that are not affiliated entities, including banks, savings and loans,
insurance companies, investment companies, public employee benefit plans, and employee benefit plans under ERISA. QIBs
also include registered broker-dealers owning and investing, on a discretionary basis, $10 million in securities of non-affiliates.
Ratio
The number of underlying shares (whether multiple or fractional) represented by a single DR. While many DR programs
are established with a 1:1 ratio (one underlying share equals one DS) current DR programs have ratios ranging from
100,000:1 to 1:100.
Registered Owner
An individual or organization to whom certificates are directly issued and who, as a result, is recorded on the corporation’s
security holder records.
ReguIation Fair DiscIosure (Reg FD)

U.S. regulation providing that whenever an issuer selectively discloses material non-public information to persons expected
to purchase or sell securities, the issuer must make public disclosure either simultaneously or promptly.
ReguIation S (Reg S)
A Reg S DR program is a private placement in global markets other than the U.S. market. Reg S clarifies conditions of
exemption from registration under the Securities Act of 1933 for offers and sales of securities outside the U.S. Reg S was
adopted by the SEC in 1990 in conjunction with the adoption of Rule 144A, which has a similar structure.
Restricted Securities
A security subject to certain transfer restrictions as a result of a sale by the issuer in a transaction not registered under the
Securities Act of 1933, such as a Private Placement.
Rights Offering
Distribution to existing shareholders of rights to purchase additional shares. In a rights offering a company raises capital
by selling new shares to existing shareholders rather than to the entire investment community. The number of rights a
shareholder receives is based on the number of shares the holder owns. Rights offerings are required to be registered
under the Securities Act of 1933 unless an exemption is available.
RuIe 144A
SEC rule adopted in 1990 permitting QIBs to sell Restricted Securities to other QIBs without the need to comply with the
holding requirements applicable to Restricted Securities. Rule 144A greatly increases the liquidity of privately placed securities.
RuIe 144A DRs (RADRs)
ADRs issued and sold as Restricted Securities by Non-U.S. issuers to QIBs without SEC registration. RADRs are traded
Over-the-Counter over the PORTAL system among QIBs.
Sarbanes-OxIey Act of 2002

U.S. securities law requiring additional disclosure, stricter corporate governance standards, more timely reporting deadlines,
increased regulation of the audit process, creation of audit oversight committees, audit firm registration, and stronger
violation penalties. While there is no provision in the Sarbanes-Oxley Act itself that universally exempts Non-U.S. issuers,
the SEC has applied certain exemptions for Non-U.S. companies.
Secondary Market
The trading of outstanding securities among investors.
Securities Act of 1933

Under the Securities Act of 1933, also referred to as the “Securities Act,” any issuer– including private corporations,
foreign governments and political subdivisions—is required to sell or register its securities with the SEC, unless an exemption
is available. The Securities Act was passed to improve the flow of information to potential investors in new security issues,
and to prohibit certain selling practices relating to those issues.
Securities and Exchange Commission (SEC)

A U.S. governmental agency created by the Securities Exchange Act of 1934 to regulate the securities industry and the
capital markets of the U.S.
Securities Exchange Act of 1934

The Securities Exchange Act, also referred to as the “Exchange Act,” is a statute which established the SEC and regulates
the trading of securities by requiring issuers to disclose information in annual and periodic reports to the SEC. An objective
of the Exchange Act is to enable investors to accurately appraise securities.
Side-by-Side FaciIities
A facility established when an issuer has raised capital in the U.S. private markets using RADRs or GDRs, and wishes to
make the same class of shares available to all investors in the U.S. through publicly traded DRs. The issuer establishes a
Level l DR program that trades concurrently (or side-by-side) with the privately placed shares in compliance with SEC rules
that prevent “leakage” of 144A securities into the Level l program.
SpeciaIist
A member of a securities exchange who is a market maker in one or more securities listed on the exchange. The specialist is
the person on the exchange floor to whom other members go when they wish to purchase or sell a security covered by such
a specialist. Specialists must maintain a fair and orderly market in securities in which they make a market.
Sponsored DR
A DR program established at the direction of the issuer and in accordance with a deposit agreement between the issuer,
the depositary bank and the holders of the DRs.
Stock
An equity security issued by a corporation that represents ownership.
Unitary GDR Structure

A DR structure in which the securities of a Non-U.S. issuer are offered simultaneously as a single class of Restricted
Securities to investors that satisfy the definition of QIB or who are located outside of the U.S.
Unsponsored ADR Program

An ADR program for which no deposit agreement is entered into between a depositary bank and the issuer. An unlimited
number of depositary banks may issue the depositary receipts evidencing ownership of the underlying ordinary shares held
in custody in the issuer’s home market.
XI. Further Resources
To promote the benefits of DRs in internationaI financiaI markets, Citigroup has deveIoped numerous anaIyticaI
tooIs. For those who wish to expIore the DR market in greater depth, beIow are severaI resources.
Citigroup Liquid DR Indices

The Citigroup Liquid DR Indices are an excellent gauge of international investor
sentiment towards Non-U.S. markets. These Indices are free-float market cap
weighted and include only those companies that have U.S. exchange listed ADRs or
London-traded GDRs that are actively traded. The countries included in the four
regional Citigroup Liquid DR Indices account for over 98% of global (excluding U.S.)
market capitalization.
The Indices are available on Bloomberg (Tickers CLDRAPAC, CLDREAS,

CLDREPAC, CLDRLAT), Reuters (Tickers .CLDRAPAC, .CLDREAS, .CLDREPAC,
.CLDRLAT), and the Citigroup DR home page at www.citigroup.com/adr.
The UniversaI Issuance Guide (UIG)

Citigroup’s UIG is the definitive resource listing all DR programs on the market,
available at www.citigroup.com/adr. This unique database is easily searchable
by company, exchange, CUSIP, country, industry or investment bank. Information
on capital raisings, trading volumes and exchange listings are displayed on screen
or conveniently downloaded to a spreadsheet.
GIobaI Equities OnIine (GEO)

GEO is a Web site featuring Citigroup’s global equity expertise, creating visibility
for companies in capital markets worldwide. Citigroup has over 300 publishing
research analysts covering more than 3,000 companies globally. GEO allows
external and internal investor clients access to Citigroup analysts’ proprietary
and third party independent fundamental research. Also available in GEO are
specialized ADR fact sheets on the most liquid DR companies under coverage,
as well as the ADR Daily E-mail distributed to a broad audience of institutional
and retail investors.
About Citigroup Depositary Receipt Services
Citibank began offering ADRs in 1928 and today is widely recognized as a leader in providing Non-U.S. companies with a
gateway to the resources of Citigroup and the means to diversify shareholder bases and increase liquidity. Both the
excellence of our core services and the depth of our value-added offerings create advantages for issuers. Specifically, Citigroup:
>> Offers DR issuers on-the-ground presence and in-depth knowledge of over 100 local markets.
>> Provides issuers with a highly experienced team of in-house lawyers and other professionals to assure seamless
launch of their DR programs and execution of the most demanding corporate actions.
>> Meets the highest standards of service for issuers’ shareholders through Citigroup’s quality program. For example,
our experience will help ADR issuers provide U.S.-style stock plans for U.S. employees and establish direct investment
(or DRIP) programs for U.S. retail investors.
>> Offers in-house investor relations counsel and tools to help issuers develop strategic investor relations plans and
identify, target and access new investors.
>> Arranges customized and targeted meetings to increase the issuer’s investor base and DR program’s visibility.
To support this initiative, Citigroup has a specialized mid-tier sales force of 70 salespeople in 17 locations, covering
1,200 middle market accounts.
We have found that liquidity—consistent breadth and depth of U.S. exchange trading activity—is the best measure for the
long-term success of an ADR program. Over the past 14 years, the average liquidity of Citigroup ADR programs has been
consistently higher than our competitors.
Depositary Receipt Services is a business line within Citigroup Global Transaction Services, a leading provider of integrated cash
management, trade finance and securities services for corporations, financial institutions, intermediaries and governments around the
world. For further information, visit our Web site at www.citigroup.com/adr, or contact us by e-mail at
stephanie.bleecher@citigroup.com.
Citigroup®GIobaI Transaction Services
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Information Guide << 2

Depositary Issuer Lawyers

Brokers Issuer Investment Bankers

Depositary Issuer Lawyers

Brokers Issuer Investment Bankers

The Depository Trust & CIearing Corporation and Depositary Receipts

Information provided courtesy of DTCC

Setting the Ratio

Types of Depositary Receipt Programs

In Non-U.S. markets, DRs can be:

Broaden SharehoIder Base with Existing Shares

Over-the-Counter Exchange Traded

Description UnIisted program in the U.S. Listed program on a recognized

Trading Quoted in the Pink Sheets NYSE, Amex or Nasdaq

Raise CapitaI with New Shares

PubIic Offering Private PIacement - U.S. Private PIacement - GIobaI

May incIude RADR and/or

The OTC Market

>> The OTC Bulletin Board is a regulated

Activity Week* Key Parties Involved

EstabIish Program Launch Team

Begin pIanning for ongoing investor reIations program

Submit Form 12g3-2(b) exemption request to SEC for approvaI

Negotiate Deposit Agreement and prepare Form F-6 registration

Submit Deposit Agreement and Form F-6 to SEC

Amend as necessary and receive SEC approvaI

CompIete aII requirements for trading and settIement (prepare

Distribute announcement to brokers and investors via e-maiI and fax

Depositary soIicits market makers

Activity Week* Key Parties Involved

EstabIish Program Launch Team

Begin pIanning for ongoing investor reIations program

Prepare and submit Form 20-F for SEC approvaI

Submit Exchange Listing AppIication and Agreement

Negotiate and submit Deposit Agreement and Form F-6

CompIete aII requirements for trading and settIement

Receive SEC comments on Deposit Agreement and

Receive SEC approvaI

Distribute announcement to brokers and investors via e-maiI and fax

Activity Week* Key Parties Involved

EstabIish Program Launch Team

Begin pIanning for U.S. road show and ongoing investor

Prepare and submit Prospectus, Form F-1 and Form 20-F

Submit Exchange Listing AppIication and Agreement

Negotiate and submit Deposit Agreement and Form F-6

CompIete aII requirements for trading and settIement

Receive SEC comments on Prospectus and Deposit

Receive SEC approvaI

Sign Deposit Agreement and print finaI Prospectus

Underwriter deIivers cash proceeds to issuer

Depositary’s custodian receives underIying shares

Depositary deIivers ADRs to underwriter

Distribute announcements to brokers and investors

Regulation S (Reg S) Depositary Receipts

Global Depositary Receipts (GDRs)

Activity Week** Key Parties Involved

EstabIish Program Launch Team