Glossary

A	B	C	D	E	F	G	I	L	M	N	O	P	Q	R	S	U

  A

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

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

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

American Stock Exchange (Amex) A U.S. national securities exchange on which listed securities are traded. Amex is operated as an auction market and was merged with the NASD ’s Nasdaq in 1998 but continues to operate as a separate exchange.

  B

Bear Market A declining market where investment prices fall accompanied by widespread pessimism.

Beneficial Owner Person entitled to the rights and privileges that derive from ownership of a security (including income, voting rights and power to transfer), regardless of who has physical possession of the security or the name in which the security is registered.

Bifurcated GDR DR structure in which the securities of a Non-U.S. issuer are offered simultaneously but as separate and distinct classes: (i) in the form of Rule 144A DRs, to investors who satisfy the definition of QIB, and (ii) in the form of Reg S DRs, to investors who are located outside of the U.S.

Blue Sky Securities Laws Securities laws of the individual states within the U.S., designed to protect investors from "blue sky" (worthless) securities. The federal securities laws in most instances override the individual state’s securities laws.

  C

Cede & Co. The nominee name for DTC. Physical securities underlying ownership positions and transactions by participating banks and brokers in the U.S. that are safekept at DTC (or at a custodian designated by DTC)are registered under the name Cede & Co.

Clearstream An international clearing organization, located in Luxembourg, responsible for clearing and settling international securities transactions.

Convertible Security A security that, at the option of the holder and/or issuer, may be converted for another security of the same issuer. Convertible securities are frequently securities such as debentures and notes.

CUSIP Number A unique identification number assigned to a security issuance to facilitate clearing and settlement. The numbering system is used primarily in the U.S. and is established by the ABA Committee on Uniform Security Identification Procedures (CUSIP).

Custodian An agent that safekeeps securities for its customers and performs related corporate action services. With regard to DRs, the custodian may be the overseas branch, affiliate or correspondent of the Depositary and is responsible for safekeeping the securities underlying the DRs and performing related corporate actions services.

  D

Debenture A certificate of indebtedness representing the issuer's promise to pay a certain sum at a specified time.

Depositary A bank, such as Citibank, N.A., which issues DRs, facilitates cross border settlement through DRs and administers the DR facility. Aspects of administration include maintenance of DR program records, corporate actions processing, interaction with custodians for deposited securities and consultations regarding investor relations efforts.

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

Depositary Share (DS) A security, evidenced by a DR, representing shares on deposit with a custodian in the issuer’s home market. The term "DR" is often used to mean both the certificates and the securities themselves.

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

Depository Trust Company (DTC) A subsidiary of DTCC, DTC is the primary national depository and clearing and settlement system in the U.S. for book-entry securities of participant institutions. Participant institutions include securities brokers and dealers, banks, trust companies and clearing corporations. DTC provides the primary book-entry transfer facility for non-U.S. government securities.

Dividend Reinvestment Plan (DRIP) A plan whereby stockholders may automatically reinvest dividend payments in shares of the company’s stock, or in DRs representing shares of the company’s stock.

DTC/Euroclear/Clearstream Bridge An electronic settlement link between DTC, Euroclear and Clearstream.

  E

Embedded Restricted Securities (ERS) Restricted securities embedded into an exchange-listed program. This structure is used when an existing exchange-listed issuer needs to issue restricted ADRs. The restricted securities are listed on the exchange, but they are segregated from the registered ADRs for securities law purposes.

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

Employee Stock Purchase Plan (ESPP) Employer sponsored plan that enables participating employees to purchase employer shares/ADRs with after-tax income. ESPPs typically enable the participating employees to purchase the shares/ADRs at a discount from market value.

Euroclear An international clearing organization, located in Brussels, responsible for holding, clearing and settling international securities transactions.

Euroclear/Clearstream Bridge An electronic settlement link between Euroclear and Clearstream.

Exchange Agent The agent appointed to accept presentations of one security for a different security or cash consideration.

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

  F

Flowback The cancellation of outstanding DRs and delivery of corresponding securities in the issuer’s home market.

  G

Global Depositary Receipts (GDRs) A DR issued simultaneously in two or more markets through a global offering. GDRs may be issued in either the public or private markets inside or outside the U.S. The DTC/Euroclear/Clearstream Bridge eases settlement of GDRs and enhances their cross border

  I

Institutional Investor An entity, such as an insurance company, investment company, mutual fund, employee benefit plan or charitable organization, that invests large sums in the securities markets.

International Security Identification Number (ISIN) An identification number designed by United Nation’s International Organization for Standardization commonly used to identify securities traded and settled in non-U.S. markets.

Issuer The non-U.S. company that establishes or maintains a DR program or a NY Registry Share program.

  L

Listed Securities Securities of an issuer designated for trading on a national stock exchange or association in the U.S. In order to be designated for trading on a national stock exchange or association, an issuer must meet certain eligibility criteria, file an application with the stock exchange or association and register the securities to be designated with the SEC under the Securities Exchange Act of 1934.

Listing Agent A financial institution appointed by an issuer to arrange for the listing of securities on an exchange typically outside the U.S.

  M

Market Makers Securities dealer in the U.S. Over-the-Counter market standing ready to buy or sell securities for which they quote prices.

  N

N Shares The N Share structure was created to assist issuers in developing markets in accessing international investors while retaining control over ownership in the home market. N Shares are not listed in the home market and cannot be purchased by local investors. N Shares are created by the issuer to provide a means of raising capital among international investors.

NASDAQ National Market System (NMS) The market for Nasdaq’s largest and most actively traded securities.

National Association of Securities Dealers (NASD) A self-regulatory organization established to regulate the Over-the-Counter market. NASD is a consortium of brokers and dealers responsible for establishing the legal and ethical standards for its members and for the operation of Nasdaq and the Over-the-Counter market.

National Association of Securities Dealers Automated Quotation System (NASDAQ) Computerized system that provides brokers and dealers with price quotations of securities traded Over-the-Counter comprised of the Nasdaq National Market and the Nasdaq SmallCap.

New York Registry Shares (NYRSs) Shares of non-U.S. companies that trade and settle in the U.S. in USD without the need for the issuance of DRs. In order to enable the issuance of NYRSs, non-U.S. issuers appoint a U.S. bank to provide shareholder registration, certificate transfer, dividend payment and proxy services in the U.S. In order to establish a NYRS program, the issuer needs to ensure that the legal environment in the issuer’s home market enables the issuance of shares in the manner generally required in the U.S. (i.e. including registered shares, transfer of ownership and register of shareholders). The structure is typically used by Dutch issuers, as local law allows share registration to occur outside of the Netherlands.

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

Nominee Legal entity established solely for the purpose of registration of record ownership of securities. A custodian typically registers customer securities in a nominee name for ease of handling subsequent transfers or denomination changes, interest and dividend collections and other corporate actions. Notwithstanding registration in a nominee name, the customer of the custodian remains the beneficial owner.

  O

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

Over-the-Counter Market (OTC) A network of securities dealers that make markets in many different securities. OTC dealers may or may not be members of a national securities exchange. OTC securities may be issued by companies that choose not to list or are unable to comply with the standards for listing on a U.S. exchange or Nasdaq. OTC equity securities can be quoted on the Pink Sheets Electronic Quotation Service and/or on the OTC Bulletin Board if the securities are registered with the SEC and their issuers are current in their reporting obligation. However, some OTC securities are not quoted on either the Pink Sheets or the OTC Bulletin Board.

  P

Pink Sheets A centralized quotation service that collects and publishes market maker quotes for OTC securities in real time. Pink Sheets is neither a Securities and Exchange Commission (SEC) Registered Stock Exchange nor a Broker-Dealer. Because the Pink Sheets is not an issuer listing service and has no "listing requirements," OTC issuers are not required to provide financial information to the Pink Sheets, though some do so on a voluntary basis. Issuers are not required to register securities with the SEC or be current in their reporting requirements to be quoted on the Pink Sheets.

PORTAL An automated trading system providing security descriptions and pricing information for Rule 144A securities. PORTAL was developed by the NASD to support the distribution of private placements and to facilitate liquidity in the secondary trading of Rule 144A securities by QIBs.

Private Placements A securities offering in the U.S. that is exempt from registration under the Securities Act of 1933. The issuance of private placements gives rise to Restricted Securities and cannot be made available to the general public in the U.S.

Proxy The instrument authorizing transfer of a shareholder’s voting rights to an agent of the shareholder. Proxy may also mean the person empowered to act as the agent to vote in place of the shareholder. Additionally, the proxy process represents a communication opportunity between an issuer and its shareholders. The primary vehicle used in proxy voting is the proxy statement, the information given to stockholders in conjunction with the solicitation of proxy.

  Q

Qualified Institutional Buyers (QIBs) Investors eligible to purchase and trade in Rule 144A securities on PORTAL. QIBs are institutions that manage on a discretionary basis at least $100 million in securities of issuers that are not affiliated entities, including banks, savings and loans, insurance companies, investment companies, public employee benefit plans, and employee benefit plans under ERISA. QIBs also include registered broker-dealers owning and investing, on a discretionary basis, $10 million in securities of non-affiliates.

  R

Ratio The number of underlying shares (whether multiple or fractional) represented by a single DR. While many DR programs are established with a 1:1 ratio (one underlying share equals one depositary share) current DR programs have ratios ranging from 100,000:1 to 1:100.

Registered Owner An individual or organization to whom certificates are directly issued and who, as a result, is recorded on the corporation’s security holder records.

Regulation Fair Disclosure (Reg FD) U.S. regulation providing that whenever an issuer selectively discloses material non-public information to persons expected to purchase or sell securities, the issuer must make public disclosure either simultaneously or promptly.

Regulation S (Reg S) A Reg S DR program is a private placement in global markets other than the U.S. market. Reg S clarifies conditions of exemption from registration under the Securities Act of 1933 for offers and sales of securities outside the U.S. Reg S was adopted by the SEC in 1990 in conjunction with the adoption of Rule 144A, which has a similar structure.

Restricted Securities A security subject to certain transfer restrictions as a result of a sale by the issuer in a transaction not registered under the Securities Act of 1933, such as a Private Placement. Rights Offering Distribution to existing shareholders of rights to purchase additional shares. In a rights offering, a company raises capital by selling new shares to existing shareholders rather than to the entire investment community. The number of rights a shareholder receives is based on the number of shares the holder owns. Rights offerings are required to be registered under the Securities Act of 1933 unless an exemption is available.

Rule 144A SEC rule adopted in 1990 permitting QIBs to sell Restricted Securities to other QIBs without the need to comply with the holding requirements applicable to Restricted Securities. Rule 144A greatly increases the liquidity of privately placed securities.

Rule 144A DRs (RADRs) ADRs issued and sold as Restricted Securities by non-U.S. issuers to QIBs without SEC registration. RADRs are traded Over-the-Counter over the PORTAL system among QIBs.

  S

Sarbanes-Oxley Act of 2002 U.S. securities law requiring additional disclosure, stricter corporate governance standards, more timely reporting deadlines, increased regulation of the audit process, creation of audit oversight committees, audit firm registration, and stronger violation penalties. While there is no provision in the Sarbanes-Oxley Act itself that universally exempts non-U.S. issuers, the SEC has applied certain exemptions for non-U.S. companies.

Secondary Market The trading of outstanding securities among investors.

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

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

Securities Exchange Act of 1934 The Securities Exchange Act, also referred to as the "Exchange Act", is a statute which established the SEC and regulates the trading of securities by requiring issuers to disclose information in annual and periodic reports to the SEC. An objective of the Exchange Act is to enable investors to accurately appraise securities.

Side-by-Side Facilities A facility established when an issuer has raised capital in the U.S. private markets using RADRs or GDRs, and wishes to make the same class of shares available to all investors in the U.S. through publicly traded DRs. The issuer establishes a Level I DR program that trades concurrently (or side-by-side) with the privately placed shares in compliance with SEC rules that prevent "leakage" of 144A securities into the Level I program.

Specialist A member of a securities exchange who is a market maker in one or more securities listed on the exchange. The specialist is the person on the exchange floor to whom other members go when they wish to purchase or sell a security covered by such a specialist. Specialists must maintain a fair and orderly market in securities in which they make a market.

Sponsored DR A DR program established at the direction of the issuer and in accordance with a deposit agreement between the issuer, the depositary bank and the holders of the DRs.

Stock An equity security issued by a corporation that represents ownership.

  U

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

Unsponsored ADR Program An ADR program for which no deposit agreement is entered into between a depositary bank and the issuer. An unlimited number of depositary banks may issue the depositary receipts evidencing ownership of the underlying ordinary shares held in custody in the issuer’s home market.