2. C ONTENT D EPOSITORY R ECEIPTS The Benefits & Risks of Depositary Receipts G LOBAL D EPOSITORY R ECEIPTS Parties Involved GDR Market GDR Listing Key Steps Involved in GDR mechanism GDR-Advantages and Disadvantages How does GDR work ?

3. D EPOSITORY R ECEIPTS A Depository Receipt (DR) is a type of negotiable (transferable) financial security that is traded on a local stock exchange but represents a security, usually in the form of equity, that is issued by a foreign publicly listed company. The DR, which is a physical certificate, allows investors to hold shares in equity of other countries.

4. T HE B ENEFITS & R ISKS OF D EPOSITARY R ECEIPTS To the company - Benefits Cost of capital much lower Broaden investor base Presence in International Markets No dilution of control as no voting rights Risks Prices may drop sharply after issue Damage to issuers reputation Impact on future issues Flow back – investors will sell the shares back in the home stock market of the issuing firm

5. T HE B ENEFITS & R ISKS OF D EPOSITARY R ECEIPTS To the investor Benefits Portfolio diversification Easy & Cost effective way to buy shares of foreign company Tap foreign equity markets Risks Exchange risk All risks borne by equity holder

6. G LOBAL D EPOSITORY R ECEIPTS " Global Depositary Receipts" means any instrument in the form of a depositary receipt or certificate (by whatever name it is called) created by the Overseas Depositary Bank outside India and issued to non- resident investors against the issue of ordinary shares or Foreign Currency Convertible Bonds of issuing company

7. GDR-G LOBAL D EPOSITARY R ECEIPTS A Global Depository Receipt (GDR) is a certificate issued by a depository bank, which purchases shares of foreign companies and deposits it on the account. GDRs represent ownership of an underlying number of shares Global Depository Receipts facilitate trade of shares, and are commonly used to invest in companies from developing or emerging markets. A bank certificate issued in more than one country for shares in a foreign company Offered for sale globally through the various bank branches Shares trade as domestic shares

8. “ Issuing Company " means an Indian company permitted to issue Foreign Currency Convertible Bonds or ordinary shares of that company against Global Depositary Receipts " Domestic Custodian Bank " means a banking company which acts as a custodian for the ordinary shares or foreign currency convertible bonds of an Indian Company which are issued by it against global depositary receipts or certificates " Overseas Depositary Bank " means a bank authorized by the issuing company to issue global depositary receipts against issue of Foreign Currency Convertible Bonds or ordinary shares of the issuing company P ARTIES I NVOLVED

9. “ Clearing Systems ” EUROCLEAR (Brussels), CEDEL (London) are the registrars in Europe and Depository Trust Company (DTC) is the registrar in USA who keep records of all particulars of GDR’s and GDR holders “ Lead Manager(s) ” An investment bank with the primary responsibility for assessing the market and successfully marketing the issue. Liable to the company and the investors. “ Other Manager(s) ” They agree to the take and market parts of the issue as negotiated with the lead manager

10. GDR M ARKET GDRs can be created or cancelled depending on demand and supply When shares are created, more corporate stock is placed in the custodian bank in the depositary bank account The depositary bank then issues the new GDRs Factors governing GDR prices are company track record, analysts recommendations, relative valuations, market conditions and also international status of the company

11. GDR L ISTING London Stock Exchange Luxembourg Stock Exchange Dubai International Financial Exchange (DIFX) Singapore Stock Exchange Hong Kong Stock Exchange

12. K EY S TEPS I NVOLVED IN GDR MECHANISM  Amount of issue is finalized. Company considers factors such as gearing, dilution effect on future earnings per share etc. Lead manager accesses the market conditions.  Agreement between lead manager and other manager to subscribe the issue at a price which will be determined on the issue date.  Depository and Custodian are appointed and issuer is ready to launch the issue.  Company issues a share certificate equal to the number of GDRs sold. Certificate is in the name of the depository, kept in the custody of the custodian. Before the receipts of the proceeds of the issue the certificate is kept in escrow.  Investors pay money to subscribers (lead managers & other managers)  Subscribers deposit fund with Depository after deducting their commissions and expenses

13. Company registers the depository or its nominee as holders of shares in its register of shareholders. Depository delivers the European Master GDR to a common depository for CEDEL and EUROCLEAR and holds an American Master GDR registered in the name of DTC or its nominee CEDEL, EUROCLEAR and DTC allot GDRs to each of the ultimate investors based on the data provided by the managers through Depository The GDR holders pick up their GDR certificates. Anytime after the specified “cooling off” period after the close of the issue, they can convert their GDR into the underlying shares by surrendering the GDR to the Depository. The Custodian will issue the share certificates in exchange for the GDR. The GDRs are listed on the stock exchanges in Europe such as Luxembourg and London.

14. GDR-A DVANTAGES AND D IS - ADVANTAGES GDRs allow investors to invest in foreign companies without worrying about foreign trading practices, laws Easier trading, payments of dividends are in the GDR currency GDRs are liquid because they are based on demand and supply which is regulated by creating or cancelling shares GDR issuance provides the company with visibility, more larger and diverse shareholder base and the ability to raise more capital in international markets However, they have foreign exchange risk i.e. currency of issuer is different from currency of GDR

15. H OW DOES GDR WORK ? Let us take Infosys example ±trades on the Indian stock at aroundRs.2000/- This is equivalent to US$ 40 ±assume for simplicity Now a US bank purchases 10000 shares of Infosys and issues them inUS in the ratio of 10:1 This means each ADR purchased is worth 10 Infosys shares. Quick calculation means 1 ADR = US $400 Once ADR are priced and sold, its subsequent price is determined bysupply and demand factors, like any ordinary shares.

16. I N S IMPLE TERMS -GDR ISSUE COMPANY SHARE DEPOSITARY BANK INVESTOR

17. I NDIAN C OMPANIES USING ADR/GDR COMPANYADRGDR BajajNoYes AutoDr. ReddysYes HDFC BankYes HindalcoNoYesNoYes ICICI BankYesYesYes Infosys TechnologiesYes ITC NoYes L & TNoYes MTNLYes Tata MotorsYesNo SBINoYes WIPROYes