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1. Introduction ......................................................................2 2. Depositary Receipts Basics ...................................................3 3. Issuer Services ................................................................. 24 4. Glossary......................................................................... 30 5. Appendices ..................................................................... 40

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Increasing globalization and investor appetite for diversification offer a unique opportunity to companies looking to tap a new investor base, expand awareness or raise capital. By creating a depositary receipts program, you gain the flexibility and access you need to achieve your companys strategic goals. Depositary receipts hold special appeal for investors because they make investing in a company beyond the investors home borders easy and convenient. This attribute fuels investor appetite, which in turn has driven explosive growth in the depositary receipt market. Companies from more than 80 countries have gained new investors outside their home markets More than 2,100 issuers have issued depositary receipts

More than 900 GDR programs are listed on stock exchanges, typically in London or Luxembourg
Since JPMorgan established the first depositary receipt program in 1927, depositary receipts have gained widespread popularity as both an investment vehicle and investment option. In particular, investors appreciate how depositary receipts mitigate the concerns that normally accompany cross-border investments, such as expensive and complicated transactions and settlement. *For a comprehensive overview of the entire depositary receipts universe, visit adr.com, part of JPMorgans central source for information on depositary receipts and international equities.

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While depositary receipt (DR) programs can be structured in a variety of ways, there are two basic options: American Depositary Receipt (ADR) programs, which give companies access to the US capital markets, and Global Depositary Receipt (GDR) programs, which provide exposure to the global markets outside the issuers home market and the institutional investor market in the US. In this guide, we focus primarily on establishing a GDR program with a main listing on an
JPMorgan celebrates its 80 years as the first ADR Depositary.

international exchange such as London or Luxembourg.

The typical GDR structure offers DRs in Europe or other non-US markets pursuant to Regulation S (Reg S) promulgated under the US Securities Act of 1933. GDRs are listed on a European stock exchange such as London or Luxembourg and clear through the Euromarkets clearing systems, Euroclear and Clearstream. GDRs may also be listed on other exchanges, such as Dubai and Singapore. The ability of retail investors to purchase GDRs will depend on the type and location of the listing. In general, however, GDR offerings are aimed at institutional investors and depending on the exchange, they can then be purchased by retail investors in the secondary market. Some companies chose to combine their GDR offering with an ADR offering into the US markets. In this case, the ADRs may be publicly listed on a US exchange and offered to retail investors, or most often, privately placed with Qualified Institutional Buyers (see Glossary) pursuant to Rule 144A. The 144A ADRs would trade on PORTAL, the 144A exchange, and settle through the Depository Trust Company (DTC). Only QIBs can own 144A ADRs; retail investors cannot participate. The rise of sophisticated international markets has driven a shift since 2001 toward GDRs as global corporations increasingly seek to raise capital in the international markets. Changes in US regulations have also played a role, in part as the initial and annual reporting requirements for companies listed in the US are more stringent and new requirements have been imposed relating to financial reporting controls. This has encouraged companies to seek other markets whose requirements may be less complex to list their GDRs.

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Capital raising using GDRs has increased steadily. The use of the GDR structure for capital raising between 2005 and 2007 has increased by 52% compared to the use of the GDR structure for capital raising between 2002 and 2004.
Recent trends in capital raising show continued growth in use of Global Depositary Receipt structure

Capital raising by structure 20022004 vs. 20052007

ADR

GDR

36% 55%

64% 45%

20022004

20052007

Secondary Market Trading of GDRs

The GDR has proven to be a very flexible structure. In some cases, GDRs are created not to raise capital but to establish a presence in a new market, increase the Companys visibility and pave the way for future offerings. The rules for this type of non capital-raising listing vary from market to market. We will work with issuers interested in this approach in order to determine the specific requirements of their target market.
A word about liquidity DRs can be generally as liquid as the shares in the home market because new DRs can be created (or cancelled) as needed based on investor interest (although there are some jurisdictions that limit ownership of shares beyond a certain percentage). Consequently, as a rule, the supply of DRs is not constrained by the number of DRs traded at any point in time in the markets where they are available. The float of DRs shifts constantly liquidity of the program is most accurately represented by taking a total view of shares available in the issuers home market and any markets in which DRs trade.

DRs What are they and how do they work?

What is a Depositary Receipt? A DR is a tradeable instrument that represents an ownership interest in securities of a foreign issuer typically trading outside its home market. DRs trading in the US are known as American Depositary Receipts or ADRs. Global Depositary Receipts or GDRs typically trade in an international market other than the US. Generally, DRs are quoted and traded in US dollars, although there are some that trade in Euros and Page 4

sterling. In this guide, we use US dollars, as this is the most common DR currency for both ADRs and GDRs. DRs settle according to procedures governing the relevant clearing system in which they are held (e.g., Europe-Clearstream and Euroclear, US-DTC). DRs enable investors to invest in securities without concern for often complex and expensive cross-border transactions and offer substantially the same economic, corporate and voting rights enjoyed by shareholders of underlying shares. The DR share prices carry foreign currency risk based on the movement of the US dollar (or other currency in which the DRs are traded) against the home market currency. How are DRs issued and cancelled? A DR is issued by a bank, such as JPMorgan, which functions as a depositary and issuing agent for the DR program. The DR is issued against the deposit of domestic ordinary shares in JPMorgans custody account in the home market. These shares remain on deposit with JPMorgans custodian until the DRs are cancelled. When the DR is returned to the Depositary (JPMorgan) for cancellation, JPMorgan instructs its custodian to deliver the underlying local share in accordance with the instructions received from the party delivering the DR. Appendix A diagrams this activity. What is a DR ratio? Each DR is backed by a specific number of an issuers local shares (or a fraction thereof). This is called the DR ratio. The ratio is designed to set the price of each DR in a price range that is competitive with the issuers international peer group or the peer group on the exchange on which the DR trades. The DR-tounderlying share ratio can be in whole numbers or fractions, depending upon the local share price and the Companys peer group share prices. GDRs are most commonly priced between $7 and $20. The ratio of GDRs to ordinary shares is usually changed if the GDR price goes well over $20 (e.g., $50) or if it falls substantially below $7. Changing the ratio allows the Company to keep its GDR price in line with its peers and maintain investor interest. Why are DRs issued or cancelled? DRs are issued or cancelled to meet supply and demand in the different markets in which they trade. With some limitations, as a result of the rules of certain jurisdictions, DRs can be issued as investor demand increases in the international market and can be cancelled as demand is greater in the home market. How do DRs trade? As a tradeable instrument, the DR will trade just as any other security on the exchange on which it is listed. Investors will contact their broker with either a buy or sell order. Settlement will take place in accordance with the protocol of the appropriate exchange and settlement system. DR settlement is generally T+3. Why do companies establish Depositary Receipt programs? Depositary Receipt programs have gained their popularity due to the many benefits the unique structure affords to issuing companies and investors alike. Benefits to companies include broadening their shareholder

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base, increasing visibility in the international markets or raising equity capital in the international equity markets. Over the past few years, GDRs that trade typically in London or Luxembourg have become increasingly important (due to a number of reasons). The European exchanges have become a popular route for companies seeking to extend their investor base beyond their home borders. For many companies, Europe has lower costs and can be accessed more quickly than the US public markets. In addition, companies keep their options open by including a privately placed ADR program that allows them to tap certain US institutional investors. Institutional investors may prefer DRs to local shares because they can invest without worrying about custody and currencies of markets with which they are less familiar. At times, DRs are one of the only ways certain investors can invest in companies in emerging or developing markets, given the investment criteria of some institutional funds. Investor demand is driven by a number of factors, including: Company fundamentals, track record and sector performance Relative valuations and analyst recommendations Market maker support of the stock Liquidity of the Company's shares in the local market and the visibility of the Company internationally Market conditions
Benefits of establishing a DR program Issuers Broaden and diversify a companys investor base Enhance a companys visibility, status and profile internationally among institutional investors Establish/increase total global issuer liquidity by attracting new investors Develop and/or increase research coverage outside the home market Get an international valuation as the Company is valued alongside its peer group Offer a new avenue for raising equity capital Meet internationally accepted corporate governance standards Trading of GDRs alongside their peer group in the international markets Investors Easier to purchase and to hold than the issuers underlying ordinary shares Trade easily and conveniently in US dollars and settle through established clearinghouses Facilitate diversification into securities of foreign issuers Create accessibility of price, trading information and research Represent a way to provide international exposure for institutional investors (mutual funds, pension funds) despite restrictions against investing in certain countries or in foreign investment instruments Eliminate unfamiliar custody safekeeping arrangements Provide dividend payments in US dollars and corporate action (meetings of shareholders, rights offerings, exchange offers, tender offers, etc.) notifications in English

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The choice between DRs and underlying shares

While investors may choose to hold either DRs or underlying shares at any particular point in time, as a general matter, institutional investors have the infrastructure in place to efficiently manage foreign exchange and global custody challenges. However, several complex factors may influence institutional investors purchase decisions: Guidelines and investment objectives: Some international investment institutions are subject to restrictions on direct foreign share ownership. This may place limitations on their ability to hold shares in foreign custody, exceed specific levels of foreign ownership or hold securities from companies that fall below pre-set capitalization thresholds. These institutions would be more likely to purchase DRs. On the other hand, an investment institution may track to a recognized non-US stock index e.g., JPMorgans GDR Composite Index (Bloomberg Ticker: JPDXGDR) , or might have in-house capability for foreign brokerage, global custody, local settlement, non-dollar payments, multi-currency accounting and withholding tax reclaim. These firms may be more likely to rely on their own infrastructure rather than that of an outside depositary and custodian and purchase underlying shares. Liquidity: A more liquid market allows institutional investors to invest at will: to buy when they want, to quickly take profits, to minimize losses or to trade without affecting the stocks price. Depending on which market is more liquid, the investor may choose to purchase DRs or underlying shares. The issuance and cancellation mechanism underlying the creation of DRs serves to regulate supply and demand: if there are not enough DRs to meet investor demand, underlying shares can be deposited with JPMorgans custodian in the home market and new DRs created. Transaction costs: One of the advantages of buying DRs is the absence of foreign custody fees. Depending on the specific market, foreign custody fees can range from 10 up to 35 basis points per year based on the value of the investment. Holding time horizon: The length of time an institution may plan to hold a transaction can be a factor in the cost/benefit analysis of holding underlying securities or DRs. Shorter time horizons may create a higher demand for lower cost of ownership and increased liquidity, while longer time frames might intensify the desire for a stable marketplace and known transaction fees over a longer period of time. DRs provide a stable, low cost investment option that meets both sets of requirements. Country accessibility: Certain countries limit foreign ownership 1 , may have risky settlement procedures 2 , control the movement of capital 3 , or make it difficult to reclaim local taxes 4 or transfer taxes 5 due on the purchase of local shares. In these markets, investors may welcome the convenience of DRs: Dollardenominated trades, familiar settlement procedures and the avoidance of transfer taxes.
1 2 3 4 5

e.g., South Korea, Taiwan and India e.g., Egypt and Pakistan e.g., Venezuela e.g., Italy e.g., Brazil and UK

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How can GDRs be used to raise capital?

What options are there for raising capital? In simple terms there are two primary ways to use GDRs to raise capital: A company can offer GDRs on an international exchange outside the US (i.e., without any participation from US investors) and outside the companys home market. This is generally known as a Regulation S GDR offering. Some companies want to access a bigger pool of liquidity and do so by including a US institutional element. This type of restricted placement to US institutional investors is known as a private placement. Some of these private placements qualify for Rule 144A, which allows the securities to be resold to certain institutional investors. The institutional investors legally able to participate in Rule 144A offerings are Qualified Institutional Buyers (QIBs see glossary) institutions which meet certain criteria. The advantage of relying on Rule 144A is that the issuer benefits from an SEC exemption pursuant to which the offering need not be registered under the US federal securities laws, thereby avoiding initial and ongoing disclosure requirements and other rules that generally apply to companies seeking to raise capital in the US public markets.
DR program options key features Reg S only (non US) Objective Raise equity in the international markets outside the US and develop/broaden investor base Disclosure/accounting Depends on international exchange selected Legal documents and exemptions Deposit Agreement Prospectus prepared in accordance with international exchange requirements Home market (unless 144A only (US) Raise equity in the US among QIBs and develop/broaden US investor base Reg S/144A Raise equity in US & international markets and develop/broaden US & international investor base Depends on international

investors request US GAAP) exchange selected Deposit Agreement Exemption from registration under the Securities Exchange Act of 1934, as amended, pursuant to 12g 3-2(b) Prospectus Deposit Agreement Exemption from registration under the Securities Exchange Act of 1934, as amended, pursuant to 12g3-2(b) Prospectus prepared in accordance with international exchange requirements

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Reg S only (non US) Reporting requirements Depends on exchange and/or regulator

144A only (US) Under Rule 12g3-2(b), English language versions of home country disclosure must be furnished to the SEC or posted on the companys website

Reg S/144A In the US market, information disclosure in accordance with Rule 12g3-2(b) Outside the US, requirements depend on exchange and/or regulator

Trading

London, Luxembourg, Hong PORTAL Kong, Singapore, etc.

PORTAL plus London, Luxembourg, Hong Kong, Singapore, etc.

Timing to launch depends on several factors, including meeting any home market regulations and the speed with which the Company can prepare all the necessary documents to satisfy the appropriate listing authority. We have included indicative time lines and lists of activities in Appendix B.

Summary of roles and responsibilities

Having decided to establish and to raise funds through a DR, the following diagram summarizes the different parties and their involvement in the process. Pursuing this course of action will require close coordination between you and your advisors, including legal counsel and JPMorgan as depositary bank. With respect to the DR, JPMorgan as depositary bank will need to closely coordinate with the custodian bank selected in your home market. You will also need to rely on other experts such as accountants, investment bankers and Investor Relations firms. Once the DR program has been established, the ongoing work commences.

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Summary of Roles and Responsibilities

Legal Counsel (issuer's and depositarys) At time of offering

Accountants At time of offering

Custodian At time of offering

Prepare (issuer counsel) and/or review (depositary counsel) offering circular and interact with authorities Prepare draft deposit agreement (depositary banks counsel) Submit requisite documents to local regulatory authorities and exchanges (issuer and placement agent counsels)

Prepare companys accounts for insertion into the prospectus Review prospectus and interact with authorities

Receive local shares in issuers home country and confirm receipt

Ongoing

Ongoing

Hold shares in custody for the account of depositary Receive and deliver shares in accordance with depositarys instructions

Audit and prepare accounts

Ongoing

Manage compliance with securities laws, rules and regulations and perfect any securities law exemptions When appropriate, corporate action support

Issuer At time of offering

Prepare documentation working with advisors Interact with listing authority and respond to all questions IR/PR targeted program

Depositary At time of offering

Provide advice/perspective on type of program, exchange or market on which to list or quote and advise on ADR ratio Appoint custodian Coordinate with all parties for timely launch Coordinate with legal counsel on Deposit Agreement and securities law matters, as appropriate Announce DR program to market

Ongoing

Provide depositary and custodian with notices of dividends, rights offerings and other corporate actions, including notices of annual and special shareholder meetings Ongoing compliance with stock exchange and international regulations, including disclosure and reporting Execute internationally-focused investor relations plan Keeps market informed of developments through press releases Regular meetings with institutional investors holding company DRS

Ongoing

Coordinate with issuer to announce and process corporate actions such as dividends and shareholders meetings Work with Issuer to maintain active DR program

Investment banks/underwriters At time of offering

Investor Relations advisor / firm At time of offering

Develop long-term plan to raise awareness of issuers program in the markets in which GDRs will trade Develop communications plan and information materials for launch activities (road show and presentations to investors, launch day promotion, meetings with financial media)

Advise on size, pricing and marketing of offering, type of program to launch and exchange or market on which to list or quote, and ratio of depositary shares to ordinary shares Act as placement agent or underwriter in offering Conduct road shows with management/introduce issuer to institutional and other investors Line up selected dealers and co-underwriters

Ongoing

Coordinate with issuers advertising and public relations teams on specific program plans to support and develop company image Continue to work with the issuer to maintain visibility and investor knowledge in the capital markets Arrange regular meetings for issuer with investors to keep them informed of developments and results

Ongoing

Cover issuer through research reports/promote DRs to investors Advise on road shows, investor meetings, investors to target

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Summary of exchanges
On which exchanges can GDRs trade? Currently the London Stock Exchange (LSE) is most frequently utilized by GDR issuers. Other exchanges which will list GDRs include Luxembourg, Dubai International Financial Exchange (DIFX), or the Singapore Stock Exchange (with other exchanges such as the Hong Kong Stock Exchange planning on accepting DRs). Each of these exchanges has its own set of listing rules which are typically a modification of their listing requirements for home companies on the exchange. Issuers choose the exchange which best meets its requirements. One issuer may choose an exchange believing that investors closer to its home market may better understand its activities. Another issuer may chose the exchange on which its peer group (country/sector) is best represented or where there is a deep pool of liquidity with investors familiar with international investment. What is the London Stock Exchange? The London Stock Exchange (LSE) is one of the world's most international equity markets with approximately 430 international companies representing more than 55 countries currently listed and traded. The LSE has several different trading markets for negotiable equity instruments. GDRs can trade on three markets: the Main Market, the Professional Securities Market (known as the PSM) and, in certain circumstances, the Alternative Investment Market (known as AIM). Most GDRs have chosen to list on the Main Market, which is the most highly regulated of the three. The GDR trading system used by the Main Market is the International Order Book (IOB), an electronic order book. What body is responsible for regulating the UK financial markets? The UK financial markets are regulated by the Financial Services Authority (FSA), an independent nongovernmental body. The FSA, often known amongst issuers as UKLA (UK Listing Authority), reviews and approves prospectuses and other documents required for the listing. The UKLA grants securities listed status on regulated markets; however, the LSE is responsible for admitting a security to the exchange to trade. When applying to the LSE for admission, the Company specifies the market on which it would like its GDRs to trade. What are the different ways in which a company can list in London? When considering a capital raising and listing in London, companies have two choices: Public offer: GDRs are offered to institutional investors and are usually underwritten. A public offering is generally used by companies seeking to raise substantial amounts of capital or looking to raise their profile in the London market. This is the most expensive option. Placing: A placing is usually a more selective process whereby GDRs are offered to a small number of institutions. While this route gives the Company more control over the distribution, it can restrict the shareholder base and inherently limit liquidity.

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What is the process for listing on the LSEs Main Market? How long will it take to list GDRs? Prior to starting the formal listing process, as described in this guide and shown in Appendix B, the Company will first spend time organizing itself thoroughly. Once the formal listing process begins, it usually takes no more than approximately 24 weeks. However, these timeframes are largely governed by the ability of the issuer and its advisors to prepare the required documents and complete the due diligence process. What is a Sponsor and will we need one? The sponsor plays a pivotal role as an advisor, liaising with the Exchange and UK Listing Authority and coordinator and working with other advisers. Your sponsor is normally an investment bank, corporate finance house, stockbroker or accountancy firm. The UKLA has a list of approved sponsors. Note this is a different role from that of the Depositary Bank, which manages the DR program. What are the FSAs requirements for a company to receive listed status? Before starting work on the forms and documents, such as the prospectus, a company must be in compliance with, or willing to comply with, the following requirements: 1. Companys incorporation status

The Company must be validly incorporated and operating in conformity with its constitution as well as complying with the following: Authorization and Validity of Shares The shares which will underlie the GDRs must: Conform with the law of the Companys place of incorporation, Be duly authorized in accordance with the Companys statutes, and Have any other necessary legal or corporate consents. Transferability of the Underlying Shares The shares underlying the GDRs must be freely transferable, fully paid and free from any restrictions on transfer. 2. GDR requirements

In order to be able to validly list the GDRs, the FSA requires that the Company must be willing to ensure that the GDRs comply with the need for any legal or statutory consents as well as: Free float requirement 25% of the GDRs (not total share capital) must be in public hands. The Company will need to notify the FSA that this requirement has been met. Therefore, if at any time the Company becomes aware it will not be able to comply with this rule, an additional conversation with the FSA should take place. This 25% should not include any investor taking more than 5%. Authorization of GDRs GDRs must: Page 12

 Conform with the law of the Depositarys place of incorporation and Be duly authorized according to the requirements of the Depositarys constitution. Admission to trading The GDRs must be admitted to trading on a Recognized Investment Exchange, such as the LSE for listed securities. Transferability To be listed, GDRs must be fully paid, freely transferable and free from any liens and restriction. Market capitalization The expected aggregate market value of all GDRs to be listed must be at least 700,000 unless there are shares of the same class already listed on the LSE. Please note, the FSA may modify this rule to admit shares of a lower value if it is satisfied there will be an adequate market for the securities concerned. To our knowledge, no company has requested exemption from this requirement. Whole class to be listed An application for listing of securities of any class must relate to all securities of that class, issued or proposed to be issued. If already listed, the application must relate to further securities of that class to be issued. No additional obligations to be imposed on the Depositary by the GDRs The GDRs must not impose obligations on the Depositary except to the extent necessary to protect the GDR holders rights to and the transmission of entitlements of the Shares. 3. Continuing Obligations

As described in this document, the issuer must be willing to comply with ongoing continuing obligations and market reporting requirements. What is involved in drafting the required documents? Accountants, lawyers, brokers will help the company prepare for the listing. These advisors will submit drafts of the documents to the UKLA, which will review them and may raise questions about the contents. Due diligence will form an important part of the drafting process this will involve confirmation of every statement or claim in the documents. The process is for the protection of the directors of your company who ultimately take responsibility for the documents. Why is the prospectus important? A published prospectus is a condition for admittance to the LSE. This prospectus must be approved by the relevant competent authority. The prospectus is the companys information and sales document, analyzed by market participants as they create opinions and decide whether to participate in the offering.

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What information should a prospectus include? A GDR prospectus must include the necessary information that enables investors to make an informed assessment of (i) the assets and liabilities, financial position, profits and losses and prospects of the Company and, (ii) the rights attached to the GDRs. This information must take into account the particular nature of GDRs and the Company. The prospectus must be presented in a form which is comprehensible and easy to analyze. Which accounting standard should a prospectus include? Companies should prepare their accounts in accordance with IFRS (International Financial Reporting Standards) or an equivalent standard. What financial information is included in the prospectus? An operating and financial review, audited financial information for the last three financial years or such shorter period as the Company has been in operation. In the event the prospectus is more than nine months after the end of the last financial year, unaudited half year accounts will be included as well. The prospectus also requires details of any material contracts. What is the risk summary in the prospectus? Management will write a summary describing the Company that includes any risks associated with investing in the Company. The UKLA requires that the Company draft this in non-technical language that can be easily understood by investors. When preparing the summary, the Company should be aware that this summary must use the same data as the rest of the prospectus, and it cannot be misleading or contradict what has been written in the rest of the document. Block listing what is this? The number of shares listed when the GDRs are admitted to the LSE is the maximum number that can be issued without approval and publication of another prospectus. Therefore, most issuers choose to list the maximum number of GDRs that can be created and traded on the LSE, which is likely to be greater than the number of GDRs issued at the time of the original listing. In some cases this may be 100% of the share capital, while in others it might be 20% due to local restrictions on foreign ownership. What documents must be provided to the FSA? The FSA requires that it receives the following documents, in final form, by midday two business days before the FSA is to consider the application: A completed Application for Admission of Securities to the Official List (see below); One of the following: The prospectus or listing particulars that have been approved by the FSA (see below); or, A copy of the prospectus, a certificate approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State for the securities; and Page 14

 Any approved supplementary prospectus or approved supplementary listing particulars, if applicable. Documents to be provided on the day of the listing A company must submit, in final form, the following documents to the FSA before 9 am on the day the FSA is to consider the application: A copy of the resolution of the board authorizing the issue of the securities or Written confirmation from the applicant that the board has authorized the issue of the securities. Documents to be provided after the listing The following documents must be submitted in final form to the FSA as soon as practicable after the FSA has considered the application: A statement of the number of securities that were issued and A completed Issuers Declaration. What are the continuing obligations on the Main Market? By listing on the Main Market, the Company is agreeing to abide by the ongoing obligations to the market and to the exchange. These include: Publishing an annual financial report within six months of its year end. The annual financial report must include audited financial statements, a management report and responsibility statements and must remain publicly available for at least five years. Publishing an unaudited semi-annual financial report within four months of the end of the financial period. Publication of price sensitive information. By keeping the market informed in a timely manner through press releases and other announcements, the Company allows all investors on all its markets to trade in a knowledgeable manner. Further, if the Company believes information has been leaked regarding a confidential or price sensitive corporate matter, it will be important to communicate with the market to remove uncertainty regarding the stock. What about a listing on Professional Security Market? The Professional Security Market (PSM) is part of the London Stock Exchange and is operated within the scope of its status as a Recognized Investment Exchange. This means that the same regulatory standards currently applied to its markets, in respect of on-going monitoring and enforcement, also apply to the PSM. The Professional Security Market (PSM) was created in 2005 to enable those companies only interested in accessing the wholesale market to be able to do so without the regulatory requirements of the Main Market. The PSM is a more restricted access market, and as such, the FSA is able to exercise flexibility in the implementation of the Directives.

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What is the prospectus requirement? The prospectus required by the PSM does not require historical financial information in IFRS (International Financial Reporting Standards) or an EU approved equivalent standard, either in listing documents or as a continuing obligation requirement. This may be a cost saving for many companies as re-stating or providing additional disclosure as required by the Prospectus could be very expensive. However, issuers may need to provide a description of the key differences between their local accounting standards and IFRS. Issuers choosing the PSM will have their listing particulars approved by the UK Listing Authority and be admitted to listing, so a key requirement for investment by funds and institutional investors will have been met. Further, although IFRS does not apply, disclosure obligations for listed companies do apply to companies represented on the PSM. Therefore, important regulatory information, such as annual reports and on-going disclosure, needs to be readily available to investors. Key eligibility criteria Issuers wishing to list on the PSM must meet the following criteria: Minimum of 25% of shares in public hands Latest three years of audited accounts (or such shorter period as the issuer has been operating) Minimum GDR market capitalization of 700,000 National GAAP may be used in the preparation of the prospectus Admission process Admitting securities to the PSM is a two part process. The first part is to submit listing particulars to the UK Listing Authority (UKLA) for approval and admission to the Official List. Next, the Company applies to the LSE for admission of the DRs to trade on the PSM. Trading DRs admitted to the PSM are traded on the International Order Book. Key continuing obligations Issuers admitted to trading on the PSM must meet certain continuing obligations, including: Disclosing inside information to the market as soon as possible Publishing an annual report and accounts within six months of the year end Preparing and maintaining a list of people considered insiders What about listing on AIM? AIM is the London Stock Exchange's international market for smaller growing companies. AIM was designed to be a highly flexible public market. As such, it offers many unique attributes to both companies and investors. Currently about 1,700 companies are listed on this exchange, of which approximately 20% are overseas companies. The average market capitalization of companies represented on AIM is 65mm. Page 16

With respect to listing GDRs on AIM, the LSE has stated that a listing of GDRs would only be appropriate if the relevant company is incorporated in a jurisdiction which prohibits or unduly restricts the offering or trading of its underlying securities outside that country. What are the admissions criteria? The main requirement is that a company coming to AIM must have a Nominated Adviser (Nomad) at all times No minimum size of company No minimum proportion of shares to be in public hands No trading record requirement No prior shareholder approval for the majority of transactions No requirement to be incorporated in the UK Who are Nominated Advisers (Nomads) and what do they do? All Nomads are approved by the London Stock Exchange. To be authorized to act as Nomads, these investment banks, corporate finance firms or brokers must demonstrate that they have the experience and ability to assess whether a company is suitable and ready for admission to AIM and to act as that companys formal 'mentor' once it has been admitted to the market. The Nomad will: Undertake extensive due diligence to ensure the Company is suitable for AIM Guide the Company through the flotation process Administer the admission documents and financial statements Act as the Companys 'referee' throughout its time on AIM Along with company directors, a Nomad is responsible for ensuring that the business adheres correctly to AIM's rules and regulations. Its role also includes keeping the Company abreast of AIM Notices and rule revisions and making sure the Company honors the continuing obligations of being a public company once the Company is trading. Admission process The Company must announce its intention to float on the market via the Exchange at least 10 business days before the start of trading of the shares (or 20 business days where they are joining from a designated market). The application form signed by the applicant company and the admission document signed by the Nomad must then be submitted at least three business days before the Companys admission to trading. Unlike the other exchanges, there is no pre-vetting of documents by the exchange.

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Key continuing obligations Issuers admitted to trading on the AIM must meet certain continuing obligations (with all documents produced in English or with English translations), including: Disclosing inside information to the market as soon as possible Annual report and accounts must be published within six months of the year end and prepared in accordance with US or UK GAAP or with International Accounting Standards (IAS) Issuers are required to prepare and maintain a list of people considered insiders What about Luxembourg? Like London, Luxembourg offers issuers a choice of venue: either the Luxembourg Stock Exchange Main Market or the Euro Multilateral Trading Facility Market known as Euro MTF. The listing requirements for the Main Market are very similar to the London Stock Exchange while the Euro MTF is more akin to the PSM. Listing requirements Most of the listing and prospectus requirements are similar to the other main exchanges with access to the general public: Minimum public free float of 25% Minimum market value of at least 1,000,000 Three years operating history Continuing obligations The full list of continuing obligations are contained in the Rules and Regulations of the Luxembourg Stock Exchange and include: Inside information, corporate actions and significant transactions disclosed as soon as possible. Annual report and accounts published as soon as possible. The EU Transparency Directive requires four months. Half yearly reports must be published as soon as possible. The Transparency Directive requires two months. What about Singapore (SGX)? In Singapore, GDRs are viewed as specialist products which are offered to institutional and accredited investors. As a result, GDR listing requirements are relatively less demanding as compared to primary and secondary listings where retail participation is allowed. SGX gives issuers access to capital in the Asian time zone. Listing Requirements An issuers underlying shares must be listed on an exchange

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 The underlying shares must be freely transferable and free of all liens Home accounting standards are accepted Content of Offering Memorandum The offering memorandum should contain information that institutional and accredited investors and their professional advisors would customarily expect to see in such documents, taking into account market practice and concerns. Continuing Obligations Issuers must undertake to release all information and documents in English to SGX at the same time as they are released to the home exchange and must comply with such other rules as may be applied by SGX from time to time. What about the Dubai International Financial Exchange (DIFX)? The Dubai International Financial Exchange (DIFX) is the international stock exchange situated between Western Europe and East Asia. The aim of the DIFX is to enable regional and international investors to share in the rapidly growing wealth of its region, which includes the Middle East and the Indian sub-continent. The DIFX currently has 20 Member brokers, including leading international and regional banks. Listing requirements Many of the requirements are the same as the other exchanges and include: All documents must be in English Issuer should appoint a sponsor to provide guidance and advice and to lodge the supporting documentation with the DIFX The minimum free float after listing on the DIFX is 25% Minimum market capitalization of $50mm DRs are to be denominated in Euros Continuing obligations In common with the other exchanges, there are continuing obligations to give investors accurate information and confidence: An issuer must appoint ongoing contacts to act as the issuers principal channel of communication with the Exchange Public disclosure announcements must be made through the DIFXs company announcements platforms which will post the announcement to the DIFXs trading system and website Audited annual report and financial statements must be published within 90 days of the end of the financial period Semi-annual financial statements are to be published within 60 days of the end of the period Page 19

 Inside information, corporate actions and significant transactions must be disclosed as soon as possible

The Common Depositary

A Common Depositary acts as safekeeping agent on behalf of Euroclear and Clearstream for a wide range of financing instruments including Depositary Receipts. The DR Depositary issues a Global Note that is held by the Common Depositary. Issuance and cancellation instructions are sent by the DR Depositary to the Common Depositary to increase or decrease the DRs outstanding.

The Deposit Agreement

The Deposit Agreement sets

What contract is needed for the Depositary to be able to issue GDRs? Having selected a Depositary Bank, the Issuer and the Depositary will work together to agree on a Deposit Agreement, which is a contractual agreement between the Depositary and the Issuer. It is this document

forth the legal relationship and obligations of the depositary and the issuer.

which defines Depositarys role and allows it to issue the Companys depositary receipts. The Deposit Agreement sets forth the legal relationship and obligations of the Depositary and the Issuer and describes the services and rights the Depositary and Issuer will provide to DR holders. Many provisions of a Deposit Agreement are standard with little deviation from one issuer's Agreement to the next other than jurisdictional requirements. General provisions The Deposit Agreement includes provisions relating to the following: Setting of record dates by the depositary Voting of the issuers underlying shares (the shares evidenced by the DRs) Issuance of additional shares by the issuer in compliance with applicable securities laws Deposit of the issuers shares Execution and delivery of the DRs Transfer and surrender of the DRs Obligations and rights of the depositary and the holders of the DRs Distribution by the depositary of cash dividends, stock dividends, rights to acquire additional shares of the issuer and other distributions made by the issuer Circumstances in which reports and proxies are to be made available to DR holders Tax obligations of DR holders Fees and expenses to be incurred by the issuer, the depositary and DR holders Pre-release of DRs

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 Protections for the depositary and the issuer (i.e., limitations on liabilities) Voting The standard voting arrangement is that registered holders of depositary receipts instruct the Depositary how to vote their Depositary Receipts relating to the underlying shares. The Depositary Bank does not vote the shares in the absence of specific instructions. DR certificate DR certificates are not issued to investors holding GDRs or those holding 144A ADRs. A master certificate is issued to an entity such as the Common Depositary which will hold the certificate on behalf of the settlement system and the Depositary. As DRs are issued and cancelled, the number of DRs outstanding goes up and down automatically. Resolution of the board As with any significant corporate act, in entering into a DR arrangement and a listing on an overseas exchange, an issuer must comply with the legal and corporate requirements of its home jurisdiction. These would normally include: The adoption of a resolution by the Companys board of directors approving the appointment of the depositary; and, The approval and execution of the Deposit Agreement and any related agreements and any market required filings. Ongoing requirements Listing is the first part of a long term involvement in the international capital markets. The aim of the continuing obligations is to ensure that companies publish all relevant information and treat all shareholders equally. As the Company may be listed on several exchanges, it will need to consider how to coordinate information disclosure in all the jurisdictions. When reviewing this document, you will see that we have included continuing obligations for other exchanges. As you will note, there are many overlaps in the ongoing requirements of the different exchanges. How do the Depositary and the Company interact once the program has been established? Maintaining a depositary receipt program requires a strong working relationship between all parties involved, in particular between the Company and JPMorgan as Depositary. JPMorgan has many years of experience in
Disclosure of price sensitive information The basic rule is that companies must notify the markets as soon as possible of any information that could be considered price sensitive. Price sensitive information is information which would be likely to lead to substantial movement in the price of its shares. The benefit of disclosure is that the share price is not rocked by possible leaks, rumour or speculation regarding the Companys activities such as trading activity.

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the DR markets and can assist the Company in maximizing its visibility and capitalizing on the benefits of having a DR program. As depositary, JPMorgan plays a key role, facilitating an ongoing dialogue between you and your shareholders and coordinating closely with the custodian in your home market on the issuance and cancellation of depositary receipts and underlying shares. With respect to corporate actions, JPMorgan as depositary bank acts as a bridge between the local market and the GDR segment of the international market and, to the extent possible, providing GDR holders with comparable benefits to those received by the ordinary shareholders from the issuer itself.
Summary of Key Players Roles
Issuer Provides depositary with notices of shareholder meetings and corporate distributions Provides custodian and depositary with notices of annual and special/extraordinary shareholder meetings, corporate distributions including dividends and rights offerings, and other corporate actions Ongoing compliance with any applicable stock exchange and legal requirements, including disclosure and reporting, and corporate governance requirements (in coordination with legal counsel and accountants) Executes internationally-focused investor relations plan that may include management visits to targeted institutional investors, the development of sell-side research and ongoing shareholder communications JPMorgan Depositary Bank Issues depositary receipts against the deposit of local shares with the custodian Provides stock transfer and registration services for depositary receipt holders Handles depositary receipt holder services (e.g., answering inquiries, distributing corporate communications materials to registered holders) Delivers reports to issuer with information on DR investors (to the extent there is public information), the markets, trends and developments Advises on, coordinates and assists issuer in executing corporate actions and depositary receipt ratio changes Converts dividends into US dollars or other applicable currency and transmits to registered DR holders Produces tax withholding documents (for DRs), if applicable Maintains custodian relationships Promotes benefit of investment in depositary receipts to market Custodian Advises depositary of deposits of shares, including complete delivery instructions Registers the shares in the depositarys account as necessary with the issuers transfer agent/registrar Confirms release of local shares upon cancellation of depositary receipts Notifies depositary of corporate actions announced in the issuers home market Provides depositary with copies of notices of shareholders meetings, annual reports and other shareholder communications Remits dividend payments to depositary Maintains and communicates up-todate local market information on tax withholding, reclaim, regulatory and settlement issues Provides statements of share balances for reconciliation by depositary

How are corporate actions handled? How are dividends paid? To the extent dividends are paid on the underlying securities, GDRs provide for dividends to be converted and the net proceeds thereof (after deduction of any fees) to be paid out in the currency of the GDR, Page 22

typically US dollars. As the GDR investor carries the foreign currency risk, the amount of the dividend will affected by any movement of the US dollar against the home market currency. In more detail, once the dividend record and payment dates for the underlying shares have been established by your company, the dates should be immediately provided to JPMorgan as your depositary bank. The Depositary will: Set a GDR record date and payment date based on the agreed-upon calendar and market requirements, and communicate these dates to the markets. For example, the LSE requires at least three business days notice of any record date. This allows them to notify the market and for the ex-date to be correctly announced. Announce preliminary (estimated) dividend payment rates based upon the exchange rate between the domestic currency and US dollars on the date of the announcement. On the dividend payment date in the home market, the custodian receives the dividend owed on the underlying shares. The depositary will then arrange for the dividend received to be converted from the domestic currency into US dollars. The final rate per DR will be announced to the markets where the DRs trade once the dividend amounts have been converted and the actual rate per DR has been calculated. Distribute the net dividend amount, net of any required tax withholding and any fees, to the DR holders entitled thereto. How do DR holders vote at Annual Shareholders meetings? The Deposit Agreement lays out a companys duty, if any, to DR holders with respect to shareholders meetings. To be considered a company with good corporate governance, an issuer should give their GDR holders the right to vote in the shareholders meeting. As your DR Depositary, JPMorgan will guide you in the timing and mechanics for distributing information and voting cards to your DR investors. We will spend time with you reviewing the paperwork and timing necessary to comply with DR market practices. We also coordinate with our local custodian to prepare any paperwork and authorizations they will require to comply with local regulations and, where necessary, consult with regulators to be able to apply correct procedures. We work with companies all over the world and are familiar with many different requirements. The Company should consider providing JPMorgan as depositary with all the information at least six to eight weeks before the shareholders meeting. This time frame should enable the depositary to prepare the voting instruction card, distribute it through the clearing systems to your DR holders, receive their voting instructions and provide our custodian with the votes and any necessary paperwork for the votes to be included in the shareholders meeting. Some companies are keen to get a high level of participation from their overseas holders. In those cases, issuers will contact their DR investors to discuss any questions they may have regarding the resolutions and to encourage them to submit their vote.

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Investor Relations
Is investor relations important? Once a company has listed, be it in London, New York, Dubai or Singapore, its IR team must begin building after-market support for the DRs. Driving sufficient demand for a companys DRs over time requires a thorough IR strategy and plan that seek to continually raise the Companys visibility among long-term oriented DR investors and effectively communicate its financial performance and investment thesis. A company that is under-followed or whose financial performance or investment proposition is misunderstood (or any combination thereof) will likely be undervalued in the equity markets, placing it at a competitive disadvantage. Competing for capital, therefore, is of paramount importance. Clear and consistent communication with the investor community builds credibility with investors and their confidence in a companys management, giving credence to the investment story. Accordingly, it is recommended that senior management meet with institutional shareholders and prospective investors on a regular basis, in addition to the conference calls it holds to discuss financial results and major developments at the Company. Institutions are often reluctant to take a position in a company if they have not met with its senior management at least once. GDR investors may be located in major Continental European investment centers such as Paris, Luxembourg and Zurich, in addition to those domiciled in London. Consequently, meetings with institutional investors should be planned well in advance and require a significant amount of managements time. A companys investor relations officer typically meets with smaller institutions, commonly known as Tier II and Tier III investors, who are either shareholders or potential buyers of the GDRs. An analytical process called Investor Targeting is employed by many publicly traded companies to identify DR investors, among others, who have demonstrated (by their holdings of other equities) an appetite for a companys particular investment fundamentals, sector and geography. Effective investor targeting helps optimize investor relations resources as well as maximize the use of senior managements time. Targeting is one of many important areas of investor relations where JPMorgan provides issuers with guidance and support through its DR IR Advisory Group. How do we identify GDR investors? At the time of the offering/placement, the underwriters often provide issuers with a list of institutional investors who participated. Once the GDRs begin trading in the after market, the list soon becomes obsolete, requiring companies to keep track of shareholders themselves. As there is no public register of beneficial holders, companies cannot ask the Depositary for a list of investors and there is no legal right to obtain information about ownership (in certain instances there may be filings that identify shareholders, but these are not controlled by the Depositary).

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Under the laws of the country in which they are incorporated, neither Euroclear nor Clearstream is permitted to disclose information about the institutions holding GDRs, other than at the request of a judge (usually for tax related reasons). However, there are investor relations firms that specialize in identifying institutional shareholders. Using various means, these firms can often uncover a significant percentage of shareholders, including those holding GDRs. One method uses a letter of authorization from the Company in question, which is sent to institutions and custodians asking them to divulge GDR holders (they are assured that the information will not be distributed outside the Company requesting it). The investor relations firms also maintain contact with institutions and custodians, enabling them to obtain information about holdings quickly and efficiently. Generally, these firms are able to uncover up to 80% of shareholders. DR investors, among other institutions, usually want to have direct contact with the companies in which they have invested and, therefore, will often freely disclose their ownership although not necessarily the value of the investment. Unfortunately, however, there are institutional investors, such as hedge funds, who want and are able to remain anonymous. Our DR IR Advisory Group meets regularly with and receives client feedback on shareholder identification firms. It employs a thorough due diligence process to aid clients in selecting a firm that will best meet its needs. We can share our experience of the different firms with you. What information about the DR program will senior management and the board require? Any DR program must be monitored regularly to ensure that it is meeting its objectives. As your DR depositary, JPMorgan provides monthly board-ready reports that contain various measures that can be used to assess the effectiveness of a DR program, including average daily trading volume; top holders, buyers and sellers (to the extent the information is available); various peer benchmarks; DRs outstanding, etc. Investor feedback is also important for measuring the effectiveness of a DR program and the investor relations activities that support it. JPMorgans Liquidity Solutions Team maintains relationships with DR investors and can call on them to obtain their views on your companys strategy, competitiveness, financial performance and investor relations, among other things. Such feedback is also invaluable when preparing for meetings with institutions.

Ongoing support for issuers

Convenient in-house or off-site training for your Investor Relations team and company executives provides the education and information necessary to successfully maintain your depositary receipts program in the after market. Our dedicated and experienced in-house DR IR Advisory Services team comprises specialists who can provide investor relations advice and support. Team members will work closely with you, your corporate brokers and/or investor relations advisors to market your GDR to the right mix of institutional investors. We aim to deliver marketing guidance, tailored advice and capital markets intelligence. Youll benefit from intelligence on investors; communications counsel; targeting analysis that can help improve Page 25

penetration and ownership mix; and guidance to build ownership by individual investors. Our experts take a focused approach to energizing your depositary receipt program, developing innovative strategies to successfully target and market to prospective investors. Our Client Services specialists will help you plan and successfully execute complex corporate actions. Our extensive knowledge of challenging transactions assures excellent execution for issuers and high quality information flow for DR holders, whether youre executing a follow-on depositary receipt program, capital reorganization, rights issue or other corporate activity. Time sensitive, cost effective communications and reporting lets you reach your shareholders quickly. Leveraging JPMorgans global liquidity hubs in London and New York, the Liquidity Solutions team constantly communicates with buy-side and sell-side firms to promote the benefits of depositary receipt ownership and conversions. The Liquidity Solutions team also leverages its relationships with institutions to arrange introductions for issuers and gather important market feedback critical to program success.

Regular and ad hoc reporting

JPMorgan uses the latest analytical tools to provide timely, relevant information to issuers and designated third-party advisors. We send clients a monthly report that provides a comprehensive, strategic overview suitable for presentation to the board of directors. The report includes detailed information about: Data and analysis of outstanding depositary receipts and trading volumes. Institutional holdings based on 13F filings and other public sources. Information about GDR holdings may be limited. Pricing information on the depositary receipt program compared to relevant peers, which can be updated at any time. Daily emails are available and offer an ongoing snapshot of your equity data, and that of selected peers, as of the close of business.

Market-leading technology
JPMorgan continues to innovate and invest in technology, infrastructure and people to ensure ongoing delivery of a market-leading depositary receipt service. The specialized tools and programs we offer to issuers and investors include:

adr.com
Since its launch in 1998, adr.com has been widely recognized as the central source for international equities information, depositary receipts market intelligence and data. With more than 65mm hits registered in 2006, adr.com provides an important way for issuers to communicate with their investors and the financial media. It helps maintain the visibility of the DR program and underlying shares. This leading edge Internet-based issuer support tool gives you convenient on demand access to detailed information about your DR program. Monitor program liquidity and market acceptance with access to timely Page 26

data on issuance, cancellation, DRs outstanding, broker-trading activities and premium/discount analysis of ordinary shares vs. depositary receipts. Establish e-mail alerts based on specific performance data to receive immediate updates on your program. This information is company specific and is accessed through a password protected page on adr.com.

adr.com JPMorgans leading website for issuers and investors

"Filling niches -- These websitesdo just a few dr.com, for the second things, but well" a consecutive year, is called out among some "deservehonorable mention for excelling at o or more tasks.

IRchannel.com For certain GDR issuers whose program has a US component, IRchannel.com can be used to provide a realtime tool to manage your program, compare your ownership profile to that of your peers, understand your current investor base, and identify and target new investors.

Why choose JPMorgan?

Choosing the right depositary bank can make all the difference in creating and managing your DR program. All depositary banks handle the same basic functions: working with issuers to establish the program, issuing and canceling

When you work with JPMorgan, you work with the depositary bank that manages the worlds most widely-held depositary receipts programs.

the depositary receipts and managing corporate actions and shareholder services. What sets JPMorgan apart is the exceptional service it delivers while performing these fundamental services, plus the depth and breadth of value-added services we offer to help you achieve your underlying objectives. JPMorgan seeks to create strong, liquid depositary receipt programs held by a diverse group of investors. We develop long-term relationships with a select group of issuers who, in turn, have access to the full range of resources available through JPMorgan. As a result, JPMorgans clients attract 30% of the total institutional investment dollars allocated to depositary receipt programs representing the highest investment value per program of any depositary. We achieve these results through unparalleled understanding of our clients needs and unrivalled dedication to delivering exceptional service.

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13-F Investment Value

13-F investment value by depositary bank

DB 4% CIT 18%
Unsponsored 1%

Average 13-F investment value per program ($mm)

1,207

BNY 43%
584

285 141

JPMorgan 34%
JPMorgan Citibank

28 Bank of New York Deutsche Unsponsored Bank

Total = $855bn Source: 13-F filings, December 2007

Source: Thomson Financial, December 2007

JPMorgan introduced many of the first DR programs from all major regions of the world: Europe, Latin America and Asia. Our history of creativity and innovation means we dont take a one size fits all view of our clients; instead, youll benefit from our thoughtful approach and a customized assessment of your particular needs. We provide investor relations, advisory and administrative support and leverage the resources of our entire firm to focus on maximizing trading liquidity and fostering broad, diversified ownership. This helps you use your depositary receipt program to its full potential.

Market leading services from a global market leader When you establish a depositary receipts program with JPMorgan, you tap into the strength and creativity of experts in their field and the resources of a market leader. Our team offers you: Unrivalled experience with complex transactions Unparalleled advisory services Specialized liquidity solutions A single access point to explore other JPMorgan products and services, giving you greater flexibility in achieving your business goals As a JPMorgan customer, youll always have the information you need right at your fingertips. Take full advantage of our state-of-the-art market and information portal, adr.com, the Internets leading

The fundamentals
Our highly integrated and personalized approach provides each and every client with the quality service and attention that will allow their program to thrive. This service starts by mastering the fundamentals:

Issuing depositary receipts against the deposit of local shares with the custodian

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 Where appropriate, answering inquiries from depositary receipt holders and distributing corporate
communications to registered holders Advising on, coordinating and assisting issuers in executing corporate actions, including disseminating voting materials and other issuer communications, processing voting instructions received from holders and providing information about corporate actions to the market Handling dividend conversions to US dollars or other currencies and transmitting dividends to registered holders Supporting the tax reclaim process, as needed Providing issuers with public information about holders and market activity, trends and developments

Maintaining custodian relationships Advising on the ratio between the DRs and ordinary shares Resources, tools and analytics available only from JPMorgan
JPMorgan delivers a wide-ranging set of services and tools to issuers and investors to promote a successful depositary receipt program. Youll start with a dedicated relationship team that provides ongoing support, both locally and globally. Our staff is fully familiar with legal requirements and market practices in different countries, allowing us to bridge any gaps. The value-added and IR services are the reason that JPMorgans depositary receipts programs have the highest trading volumes of any depositary and explain why many leading blue chip companies who originally established depositary receipt programs with other banks have switched to JPMorgan since 2001. As a JPMorgan client, youll receive high quality support for your depositary receipts program. Team members work closely with other JPMorgan partners to deliver optimal value for your company and shareholders. With in-house capabilities in advisory services, corporate finance, research, sales and trading, technology and operations, JPMorgan offers an integrated approach to your companys total equity strategy.

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Acquisition The purchase by one company of another, for cash, an exchange of shares or a combination of both. Depositary Receipts can be used as currency in an acquisition. adr.com JPMorgans leading edge Internet-based issuer support tool that provides convenient on demand access to detailed information about a depositary receipts program. Comprehensive data allows issuers to monitor program liquidity through access to information on issuance, cancellation, depositary receipts outstanding, broker-trading activities and premium/discount analysis of ordinary shares vs. depositary receipts. Alternative Investment Market (AIM) AIM is the London Stock Exchange's international market for smaller growing companies. It was launched in 1995 by the London Stock Exchange to offer smaller companies from any country and any industry sector the chance to raise capital on a market with a pragmatic and appropriate approach to regulation. DR certificate A certificate, similar to an ordinary share certificate, that contains the general terms and conditions of the DR that apply to DR holders. GDR certificates are generally not issued to investors as GDRs are held in electronic or dematerialized form in electronic settlement systems. DR ratio The number of underlying shares represented by one Depositary Receipt (DR). A ratio depicted as 1:3 would reflect one DR representing three underlying shares. In cases where the share price in the home market is very high, for example, a 3:1 ratio would indicate that three DRs represent one underlying share. American Stock Exchange (AMEX) A principal US stock exchange. See Auction market. Annual General Meeting or Shareholders Meeting A meeting held after financial year-end, where the Companys shareholders are typically invited to vote acceptance of the Company's annual report, balance sheet and final dividend and to vote on the election of directors and other corporate matters. Companies often use the meeting to tell shareholders about corporate business prospects in the early months of the new financial year.

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Annual report A status report providing information about the current condition of a company and containing audited financial statements for the most recent fiscal year. The annual report is typically issued once a year for shareholders to examine before the annual general meeting. Auction market Stock exchanges, like the New York Stock Exchange and the American Stock Exchange, are auction markets where buyers and sellers meet through a specialist. The London Stock Exchange and NASDAQ are dealer markets where competing market makers offer to buy and sell stock acting as principals. Beneficial DR owners Beneficial owners are the investors who actually receive the benefits of owning a particular share (dividends, voting rights, share price increase). The Depositary Receipts are normally held in street name by banks and brokers within a securities depository institution, the Depository Trust Company (known as DTC), Euroclear or Clearstream. This arrangement facilitates trading and settlement. It is estimated that approximately 80% to 90% of all shares (and DRs) are held in street name. Blue Sky laws In addition to federal or US laws regulating securities (i.e., the Securities Act of 1933 and the Securities Exchange Act of 1934), there are also state-enacted Blue Sky laws governing the sale and offering of securities within the 50 US states to further protect investors from fraudulent practices. In general, listed securities are exempt from Blue Sky laws. However this is not the case with over-the-counter securities, and issuers considering the quotation or offering of their securities over-the-counter in the US would need to review the Blue Sky requirements and/or potential exemptions that may pertain. In the case of Rule 144A DRs, they are offered and sold in private placements which are generally exempt from Blue Sky requirements. Buy-side Financial institutions whose primary business is to make investments either for themselves or on behalf of other investors. The opposite of sell-side (financial institutions whose primary business is trading). Cash flow A term that describes an issuers cash earnings, as opposed to after-tax earnings. Cash flow is net income plus depreciation and amortization. CEDE & Co The nominee name for the Depository Trust Company. CEDE & Co. represents the aggregate position of DTC.

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Clearstream An international system for the clearing, settlement and custody of securities, created in 2000 by the merger of Cedel International and Deutsche Borse Clearing. Convertible securities Securities that can be converted under specified circumstances into a preset number of shares at a pre-set conversion price, including warrants, convertible debt (bonds, notes and debentures) and convertible preferred stock. The conversion price is usually at a premium over the current or average price, but purchasers of the convertible security hope the price of the underlying security will rise. Common Depositary A Common Depositary acts as safekeeping agent on behalf of Euroclear and Clearstream for a wide range of financing instruments, including Depositary Receipts. The DR Depositary issues a Global Note that is held by the Common Depositary. Issuance and cancellation instructions are sent by the DR Depositary to the Common Depositary to increase or decrease the DRs outstanding. Cross border transactions Financial and economic activities that span national borders and are international in nature. CUSIP number A unique identification number assigned to a security to facilitate clearing operations. The numbering system used in the US is administered by the Committee on Uniform Security Identification Procedures (CUSIP). Custodian A custodian is an agent for the depositary bank and holds the ordinary shares underlying the DRs in the issuers home market. When new DRs are issued, the custodian accepts additional ordinary shares for safekeeping. When DRs are cancelled, the custodian releases the ordinary shares in accordance with instructions received from the depositary. The custodian acts on instructions given by the depositary to collect and remit dividends and forwards notices and reports to the depositary. Custodians are appointed by the depositary. Dealer (market maker) Dealers, also called market makers, use their own capital resources to represent a stock. Many market makers can represent the same stock; thus, they compete with each other to buy and sell that stock to investors. A market maker maintains firm bid and offer prices in a given security by standing ready to buy or sell at publicly quoted prices.

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Deposit agreement A contract between an issuer and depositary bank that sets forth the legal relationship and obligations of each party. Investors become subject to the Deposit Agreement when they buy a Depositary Receipt. Depositary bank A bank or trust company which oversees all the stock transfer and agency services in connection with a depositary receipt program. Depositary receipt (DR) A DR is a negotiable certificate that represents ownership of shares of an overseas company which are held in custody in an issuers home market. The structure of a DR includes a ratio, which correlates the amount of underlying shares to the receipt. A DR can be cancelled for its underlying shares at any time, subject to payment of applicable fees. Depositary share (DS) A DS is the instrument that is actually traded. It represents the underlying share, which trades in the issuers home market. Although the terms DR and DS are used interchangeably (including in this Reference Guide), the difference is that a DR is the certificate while the DS is the share. The Depository Trust Company (DTC) DTC is the primary electronic safekeeping, clearing and settlement organization for securities traded in the US. DTC uses electronic book-entry to facilitate settlement and custody rather than physical delivery of certificates. Its nominee name is Cede & Co. Derivative A generic term often applied to a wide variety of financial instruments that derive their cash flows, and therefore their value, by reference to an underlying asset, reference rate, or index. Options on DR issues, for example, would be derivative securities. An option to purchase the S&P 500 index is also a derivative. Dubai International Financial Exchange (DIFX) The DIFX is an international stock exchange between Western Europe and East Asia. It opened in September 2005. Its standards are comparable to those of leading international exchanges in New York, London and Hong Kong. The aim of the DIFX is to enable regional and international investors to share in the rapidly growing wealth of its region, which includes the Middle East and the Indian sub-continent. Diversification The spreading of investment risk by constructing a portfolio that contains many different investments whose returns are relatively uncorrelated. Risk levels can be reduced without a corresponding reduction in returns.

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Dividends Dividends for DRs are paid in the currency of the DR. The amount is converted from the currency of the issuer on or about the day the dividends are paid and the funds received by the depositary. ECNs ECNs (Electronic Communications Networks) are off-exchange electronic trading networks that compete with exchanges as markets for US and non-US securities. ECNs (e.g., Instinet, Archipelago) provide additional liquidity for securities by offering automated order entry and execution capabilities for institutions, market makers and individual investors. Euroclear/Clearstream An international clearing organization that provides clearance/settlement and borrowing/lending of securities and funds through a computerized book-entry system. The system covers both bonds and equities and serves major financial institutions in more than 80 countries. Extraordinary general meetings A company meeting of shareholders called for an extraordinary purpose, such as the approval of a merger or a capital increase. This is in contrast to the annual general meeting (a routine meeting of shareholders to approve the accounts and dividend payments and to elect directors). Flowback and flow forward Flowback means the DR supply is reduced due to net selling by DR investors. This occurs when DRs are canceled and the underlying shares are released by the custodian and sold into their home market. Flow forward is the reverse, meaning that DR supply is being created from ordinary shares and international DR ownership increases. Flowback does not necessarily mean that international investors are reducing their exposure to the Company. It could indicate international investors preference for the purchase of the ordinary shares. Institutional investors Financial institutions, such as pension funds, investment trusts, mutual funds, banks and insurance companies, that invest large amounts of capital in financial markets on behalf of their clients or on their own behalf. International Order Book (IOB) Used in the LSEs Main Market, the IOB is based on an electronic order book with the option for member firms to display their identity pre-trade by using Named Orders, offering brokers greater visibility in the market. It offers direct access to securities from 37 countries through one central order book. This trading platform is exclusively used by DRs and attracts approximately $27bn of liquidity every month. The IOB does not operate a central counterparty trades are settled bilaterally by the firms concerned. Upon execution, each firm that is party to an automated trade is notified of its counterparty. Page 34

Investor relations The practice of communicating information about a company and its financial performance to existing and potential shareholders. Listing requirements The criteria that must be met before a security is listed and ready to trade on a given securities market. Each market sets its own listing requirements, which may include considerations such as the number of publicly-held shares, the number of shareholders and published accounts for a minimum number of years. Liquidity The ease with which securities can be traded on a market and turned into cash. Markets or instruments are described as being liquid, and having depth or liquidity, if there are enough buyers and sellers to absorb sudden shifts in supply and demand without price distortions. DRs are generally as liquid as the underlying securities, as additional DRs can generally be sourced from the home market if demand increases. Conversely, at DR cancellation ordinary shares are released into the home market. London Stock Exchange (LSE) The London Stock Exchange is made up of several markets created to respond to the needs of different market participants. The three markets on which DRs can trade are the Main Market, the Professional Security Market and the Alternative Investment Market. In practice, the majority of DRs trade on the Main Market. Luxembourg Stock Exchange The Luxembourg Stock Exchange offers DR issuers another venue for the trading of their DRs. There are two markets on which they can trade the Main Market and the Euro-MTF. Market capitalization The price of a stock multiplied by the total number of shares outstanding. This is also the markets total valuation of a public company. Market maker See dealer. Merger The joining together of two or more companies. A merger can be effected in the context of an acquisition or takeover. NASD A US regulatory organization for brokers and dealers that enforces legal and ethical standards.

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NASDAQ The National Association of Securities Dealers' Automated Quotations System, formerly owned and operated by the National Association of Securities Dealers (NASD). Many leading high-tech companies are listed on NASDAQ, the electronic stock market based in New York. Negotiable instrument A security that can be traded or transferred freely. NYSE A principal US stock exchange. See Auction market. OTC Bulletin Board (OTCBB) The OTCBB is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter (OTC) equity securities. OTC securities, generically, are equities that are not listed or traded on an organized exchange. Paying agent An institution appointed to supervise the payment of dividends to shareholders and the payment of principal and interest to bond holders, on behalf of the issuers of those shares or bonds. For floating rate notes, the paying agency also sets the level of the coupon each quarter based on a reference interest rate on a predetermined day. Payment date The date on which a dividend payment is due to be paid. Pink Sheets Pink Sheets LLC is the leading provider of pricing and financial information for the over-the-counter (OTC) securities markets in the US. Its centralized information network includes services designed to benefit market makers, issuers, brokers and OTC investors. PORTAL PORTAL is an acronym for Private Offerings, Resales and Trading through Automated Linkages a screenbased automated system that provides security descriptions and pricing information specifically for 144A issues in the US. PORTAL was developed by the NASD to support the distribution of private offerings and to facilitate liquidity in the secondary trading of Rule 144A Securities.

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Professional Security Market (PSM) The Professional Securities Market (PSM), one of the LSEs markets, enables companies to raise capital through the issue of specialist securities, such as depositary receipts, to professional or institutional investors. As a result, the listing standards differ from those of the Main Market, which can be accessed by all investors. Private placement An offering of securities that is placed with investors who are not solicited through public means. Privately placed securities generally have restrictions on transferability and are not listed on a stock exchange. Privatization The sale of state-owned commercial and industrial businesses to the private sector by the Government. Proxy A written authorization by a shareholder for another party, or a company's board of directors, to cast votes on the shareholders behalf at a shareholder meeting. Public float Shares generally available for trading and distribution among public investors are considered an issuers public float. Public float is often defined as shares that are not held directly or indirectly by any officer or director of the issuer and by any other person who is the beneficial owner of more than 10% of the total shares outstanding. Public offering An offering of shares to the public. Public offerings are used by companies to raise new funds. The issuer normally offers the shares to the public through an underwriter who sets the price, promotes the offering and usually guarantees to take the shares at a certain price to protect the issuer against adverse market movements. Qualified Institutional Buyer (QIB) QIBs are investors eligible to participate in the US Rule 144A market. The SEC defines these primarily as institutions that manage at least $100mm in securities including banks, savings and loans, insurance companies, investment companies, public employee benefit plans, employee benefit plans under ERISA, or an entity owned entirely by qualified investors. Also included are registered broker-dealers owning and investing, on a discretionary basis, $10mm in securities of non-affiliates. Record date The date on which a shareholder must be the official owner of shares to be entitled to receive a dividend, to vote at a shareholders meeting, or to act on other corporate matters.

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Rights offering A method for issuers to raise equity capital without diluting the equity stakes of investors is to offer existing holders the right to purchase additional shares. Holders of the stock are typically granted the right to subscribe for and purchase a set number of shares for each share held. Rule 12g3-2(b) Under certain circumstances, the SEC exempts non-US companies wishing their shares to be traded in the US from the full reporting requirements of the Securities Exchange Act of 1934, as amended. The information supplying exemption, also known as a Rule 12g 3-2(b) exemption, can be obtained by those non-US corporations that are not seeking a listing on a US exchange, or are not intending to launch a public offering of their securities in the US. The exemption requires an issuer to post on its website, or to furnish to the SEC, English language versions of information made public in the issuers home country. SEC (Securities and Exchange Commission) The US regulatory body responsible for overseeing and administering rules and regulations associated with all sectors of the securities industry. Its main aim is to protect investors and maintain the integrity of the markets by full public disclosure. Sector A distinct subset of a market, society, industry or economy, whose components share similar characteristics. Stocks are often grouped into different sectors depending upon the company's business. Securities Act of 1933 (as amended) The first Congressional law enacted in the US to regulate the offer and sale of securities. The Securities Act of 1933, as amended, requires registration of public offerings and disclosure of material information to investors, and includes measures to discourage fraud and deception. Securities Exchange Act of 1934 (as amended) The act that created the SEC, the Exchange Act prohibits manipulative and abusive practices in the financial markets, requires registration of stock exchanges, brokers, dealers and exchange-listed securities, requires periodic disclosure of certain material information by issuers including audited financial statements, and imposes restrictions on insider trading. Sell-side The term used to describe to financial institutions whose primary business is trading. The opposite of buyside (financial institutions who make investments either for themselves or on behalf of other investors). Settlement The conclusion of a securities transaction; a broker/dealer buying securities pays for them; a selling broker delivers the securities to the buyers broker. Page 38

Singapore Stock Exchange (SGX) The Singapore Stock Exchange is a market in Asia on which DRs can list and trade. Shareholder An individual who holds shares or stock in a company. Share buybacks Companies purchase their own shares on the open market or through an offering, often as a corporate finance strategy to signal to the market that its shares are under-valued. It is also used by companies with excess cash and no investment opportunities. A companys buyback program can increase the demand for its shares or DRs and reduce their supply. Buybacks can also be a method for cash-rich companies to provide tax-free dividends to shareholders. Corporate law in countries around the world varies as to the extent, percentage and permissibility of buybacks. Specialist The specialist plays an essential role in the auction market process (e.g., NYSE and Amex). As the brokers broker, the specialist brings together buyers and sellers of the stock of the listed companies to which it is assigned. In the event of order imbalances, where either buyers or sellers are outnumbered, the specialist has an affirmative obligation and responsibility to act as principal. Stock options Options that give the holder the right, but not the obligation, to buy or sell a stock or share at a particular price on or before a certain date. Stock split The division of outstanding shares of a corporation into a larger number of shares. For example, in a 2-for-1 split, each holder of 100 shares would then have a total of 200 shares, and the stock price will generally adjust to half of its pre-split level. US GAAP US Generally Accepted Accounting Principles (US GAAP) is a set of rules governing the presentation of financial statements as approved by the SEC and the Financial Accounting Standards Board. Underwriter or Placement Agent The institution that agrees, for a fee, to take up a specific quantity of a new issue at the issue price if there is insufficient demand.

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A. How DRs are issued and cancelled

Standard Standard issuances issuances Standard Standard cancellations cancellations
Investor1 Buy GDRs International Stock Exchange Investor1 Sell GDRs

Broker2, 6

DTC/Euroclear/ Clearstream

Broker

Issue GDRs International market

JPMorgan (Depositary)

Cancel GDRs International market

Confirmation

Instruction

Buy shares4 Local market Deposit shares Local custodian5

Sell shares Release shares4, 6 Local market

Buy shares Local broker Local market

Sell shares Local broker

Issuances 1. Investor calls broker with an order to buy 100 DRs in a company.

Cancellations 1. Investor calls broker with an order to sell 100 DRs in a company. At settlement (usually T+3), the investor will deliver the DRs to the broker.

2. Broker can fill order by either buying DRs on the international 2. Broker completes the sell order by either selling DRs on the exchange on which they trade or purchasing ordinary shares in the local market and converting them to DRs. international exchange on which they trade or converting the DRs to ordinary shares and selling such underlying shares in the local market. 3. If the broker chooses to buy in the local market, they will conduct their trade via a local broker. The broker will then notify JPMorgan to expect the delivery of shares at the local DR custodian. They request JPMorgan to issue DRs to a specific account. 3. If the broker sells in the local market, they will conduct their trade via a local broker. If the broker converts the DRs to ordinary shares, the broker will deliver the DRs to JPMorgan for cancellation and provide the necessary delivery instructions for the ordinary shares.

4. The custodian notifies JPMorgan when the shares are credited 4. JPMorgan instructs custodian to deliver local shares to to JPMorgans account. account provided by broker, subject to sellers payment of DR cancellation fees and any other applicable charges. 5. JPMorgan delivers DRs to the broker, subject to the buyers payment of DR issuance fees. 6. Broker delivers DRs to investor. 6. Local broker receives shares. 5. Custodian delivers shares as instructed.

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B. Timetable of activities for an LSE listing / Rule 144A program

Company 12 24 weeks before admission Establish and organize transaction team Detailed timetable & responsibilities agreed 6 12 weeks before admission Review of problem areas Draft preliminary offering circular for U.S. and non-U.S. tranches (Note: depositary provides description of ADRs/GDRs for offering circular) Other documents in first draft Initial review of pricing issues First drafting meetings Draft documents submitted to the UKLA for Regulation S component* Initial meetings with LSE Review of PR/IR presentations for Regulation S component Analyst presentation Begin planning U.S. and European roadshow (for Regulation S component), communications materials, web site enhancements, and target qualified institutional buyers eligible to participate in the offering Select ratio 1 6 weeks before admission Drafting meetings Due diligence on prospectus PR/IR meetings and road show Formally submit and agree all documents with UKLA Print pathfinder prospectus for Regulation S component if required Negotiate Deposit Agreement Negotiate placement agent agreement with investment bank 1 week before admission All documents completed and approved by UKLA Pricing & allocation meeting Register prospectus Sign subscription agreement Print final prospectus for Regulation S offering and U.S. offering circular UKLA Exchange Corp. broker Sponsor Depo Accountant Lawyers IR

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Company UKLA Exchange Corp. broker Sponsor Depo Accountant Lawyers IR Admission week Submit 48 hour documents to LSE Formal application for LSE listing and admission to trading Pay UKLA and Exchange fees LSE Listing & admission to trading granted Apply for PORTAL system eligibility (for Rule 144A program in the U.S.) Arrange Euroclear, Clearstream and DTC eligibility for book-entry settlement and delivery Offering is priced, placement agreement is signed and securities are initially sold Closing: execute Deposit Agreement; placement agent delivers cash proceeds to issuer; depositarys custodian receives underlying shares; depositary delivers ADRs/GDRs to lead placement agent through DTC, Clearstream and/or Euroclear (as applicable) for further delivery to investors Trading commences Where permitted, send announcement of program to broker community Post-Closing If establishing side-by-side Level I ADR and Regulation S ADR programs (traded OTC): 40 days after the last closing of the Regulation S only issuance, the issuer and depositary may file a Form F-6 with SEC to Establish a Level I ADR program It is likely that documents will be submitted to the UKLA several times. This will enable all the parties and the authorities involved in the preparation/approval of the document to ensure it can be authorized by the time it is formally submitted. One of their roles is to verify each of the statements or claims in each document. The UKLAs listing rules require that the minimum amount of time between the initial submission of documents and approval is 20 working days.

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Contact Information William Kirst Latin America Regional DR Head +1 212 623 9225 william.kirst@jpmorgan.com Kenneth Tse APAC Regional DR +852 2800 1859 kenneth.k.tse@jpmorgan.com Mark Downing EMEA Regional DR Head +44 207 777 2022 mark.n.downing@jpmorgan.com Shaun Parkes Head Global Head of Sales Depositary Receipts +44 207 777 2356 shaun.parkes@jpmorgan.com

For market information on Depositary Receipts (DRs) and international equities go to JPMorgans awardwinning web site www.adr.com. For more information on JPMorgans Depositary Receipt services go to http://www.jpmorgan.com/visit/adr. About JPMorgan Chase JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $1.5 trillion and operations in more than 50 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset and wealth management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase serves millions of consumers in the United States and many of the worlds most prominent corporate, institutional and government clients under its JPMorgan and Chase brands. Information about the firm is available at www.jpmorganchase.com.

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Disclaimers The information contained in this document is for general informational purposes only. It is not a complete analysis of the matters discussed and should not be relied upon as legal advice. Although the information set forth herein is believed to be reliable, JPMorgan makes no warranty or representation as to the completeness or accuracy of the information contained in this document. The opinions, estimates, strategies and views expressed in this document constitute the judgment of JPMorgan as of the first published date of this GDR Guide and are subject to change without notice. The information contained in this document may become out of date over time, and JPMorgan undertakes no obligation to update the contents hereof. This material is not intended as an offer or solicitation for the purchase or sale of any security or financial instrument. JPMorgan Securities Incorporated or its broker-dealer affiliates may hold a long, short or other position, trade on a principal basis or act as market maker in the financial instruments of any issuer discussed herein or act as an underwriter, placement agent, advisor or lender to such issuer. Neither JPMorgan nor any of its affiliated companies, officers or directors shall be liable for any loss or damage of any kind arising out of the use of the information contained in this document, or any errors or omissions in its contents. Any links or references provided for herein are provided for informational purposes and do not imply that JPMorgan has reviewed such web site or the contents thereof, nor does it imply that any information on such website is information provided by JPMorgan. In the United Kingdom (U.K.) and European Economic Area: Issued and approved for distribution in the U.K. and the European Economic Area by J.P. Morgan Europe Limited (JPMEL). In the U.K, JPMorgan Chase Bank, London Branch and J.P Morgan Europe Limited are authorized and regulated by the Financial Services Authority. Additional information is available upon request. Copyright 2008 JPMorgan Chase & Co. All rights reserved.

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