Depositary Receipts

Handbook
CONTENTS

Section

1 Background 2

2 Why DRs? 4

3 Types of DRs 6

4 Listing Requirements 11

5 US Securities and Exchange 14

Commission Compliance

6 Other Considerations 16

7 What Benefits does Deutsche Bank 18

offer?

8 Contacts 21

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 1
BACKGROUND

ADRs
Historically, American Depositary Receipts (ADRs) were the first type of depositary receipt to
evolve. They were introduced in 1927 in response to a law passed in Britain, which prohibited
British companies from registering shares overseas without a British-based transfer agent. UK
shares were not allowed physically to leave the UK, and so, to accommodate US investor
demand, a US instrument had to be created; this was called an American Depositary Receipt.
ADRs assumed their present form in 1955, when the Securities and Exchange Commission
(SEC) established its Form S-12 for registering all depositary receipt programs. Form S-12 was
later replaced by Form F-6, which is still in use today.

ADRs are US dollar denominated negotiable instruments issued in the US by a depositary bank
(eg Deutsche Bank), representing ownership in non-US securities, usually referred to as the
underlying ordinary shares. ADRs enable US investors to acquire and trade non-US securities
denominated in US dollars without concern for the differing settlement timetables and the
problems typically associated with overseas markets. They also provide non-US companies with
access to the US capital markets, the largest domestic investor base in the world.

Capital raising and non-capital raising ADRs

There are several types of ADR, each of which involves a different level of disclosure of
information and compliance with the regulations of the SEC. But perhaps the most important
distinction for issuers of ADRs is that some structures allow the company to raise capital in the
US, while others simply provide a mechanism which makes it easy for US investors to buy and
trade existing shares.

Global Depositary Receipts (GDRs)/European Depositary

Receipts (EDRs)
In the last few years, the depositary receipt concept has developed considerably. Issuers in a
variety of countries have realised that there are advantages in making their stock available in a
form convenient not only to US investors but also, or alternatively, to investors in the
Euromarkets or elsewhere. This has prompted the development of European Depositary
Receipts (EDRs) and Global Depositary Receipts (GDRs).

The EDR accesses the Euromarkets but not the US market. It settles and trades through the
Euromarket clearing systems, Euroclear and Clearstream, and may be listed on a European
Stock Exchange, normally London or Luxembourg.

A GDR will access two or more markets, usually the Euromarkets (like an EDR) and the US (like
an ADR). GDRs are often launched for capital raising purposes, so the US element is generally
either a Rule 144(a) ADR or a Level III ADR, depending on whether the issuer aims to tap the
private placement or public US markets. However, we have also pioneered the non-capital
raising Unsponsored and Level I GDR.

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EDRs and GDRs are generally denominated in US dollars, but may be denominated in any
currency. They represent the underlying shares in exactly the same way as ADRs, and make it
possible for foreign investors to trade in the issuing company's stock without the problems
associated with custody and settlement in foreign markets.

Buying and Selling DRs

If an investor wishes to purchase shares in a foreign company, he can either buy the foreign
shares in the local market through a broker in that country or, providing the foreign company in
question has a DR program, the investor can request his broker to buy DRs. The broker may
either purchase existing DRs or, if none are available, he may arrange for a depositary bank (e.g
Deutsche Bank) to issue new ones.

The process for issuing new DRs is very simple. The investor's broker contacts a broker in the
issuing company's home market and acquires shares in that company. These shares are then
deposited with the depositary bank's local custodian. Upon confirmation that the custodian has
received the shares, the depositary issues the requisite number of DRs to the investor via the
broker.

In some exceptional cases there may be restrictions on the issuance of new DRs under existing
programs (eg Indian GDR programs) because of local regulations.

DRs can be sold in DR form, in which case they trade and settle like other US or Euro securities.
They can also, however, be cancelled. In this case the broker acting on behalf of the owner of the
DRs will request the depositary bank to cancel the DRs and release the underlying shares to a
domestic broker in the issuing company's home market. The domestic broker will then sell the
shares locally and the proceeds will be remitted to the investor who cancelled those DRs.

• DRs certify that a stated number of underlying shares have been deposited with the
depositary's custodian in the foreign country.

• DR holders are entitled to all the dividends payable on the underlying foreign shares and,
furthermore, to have these paid in the currency in which the DRs are denominated - usually
US dollars.

• The DRs may be bought or sold through investors' own brokers, and they clear and settle
through the Depository Trust Company (DTC) for ADRs, through Euroclear and Clearstream
for EDRs and through all three (and possibly other clearing systems) in the case of GDRs,
depending on which markets they access.

Shareholder information such as annual reports, notices of general meetings and corporate
actions, and official news releases are provided by the issuer to the depositary and to the receipt
holders, either direct or through the local custodian.

The investor is thus spared the costs and difficulties often encountered when direct investment is
made in local markets, where currency, settlement, and linguistic problems may be compounded
by an excessive number of intermediaries.

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 2
Why DRs?

WHY DO INVESTORS BUY DRs?

US investors have become increasingly interested in overseas markets as a result of their higher
yields compared to the US equity market over recent years.

International investors are also eager to diversify their portfolios, both geographically and by
industry sector, in order to increase their returns while spreading their risk. They have long been
active in the debt markets, as evidenced by the vast size of the Euromarkets, and sophisticated
international clearing systems have been developed to handle Euro instruments. Until recently,
however, cross-border equity investments have involved all the currency, settlement and
linguistic problems which occur when dealing with overseas equity markets.

Building on the concept of the ADR, investment banks developed the EDR/GDR to solve these
problems for international investors.

Some of the factors contributing to the appeal of DRs to international investors:

• They offer investors a convenient means of holding foreign shares.

• They simplify the trading and settlement of foreign equities. DRs trade and settle just like US
or Euro securities.

• They offer lower trading and custody costs when compared with shares bought directly in the
foreign market.

• Many US bank and pension fund portfolios may be prohibited by their charters from
purchasing foreign securities. ADRs, however, are recognised as US domestic securities.

• ADRs, and normally GDRs too, are denominated in US dollars. Dividend payments on the
underlying shares are converted into US dollars by the depositary bank. These features
minimise foreign exchange problems for international and US investors.

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WHY DO COMPANIES LAUNCH DR PROGRAMS?
ADRs
ADR programs are becoming ever more attractive to non-US corporations, as the most effective
means of entering the important US market. Furthermore, certain types of ADR programs permit
capital raising in the US, and the amount of new capital raised through ADRs has risen, from
USD 2.5 billion in 1990 to over USD 27.7 billion in 2000. ADRs have also taken on increasing
importance in cross border merger and acquisition activity.

Advantages to a non-US corporation of initiating an ADR program:

• An ADR program provides a simple means of diversifying a company's shareholder base and
accessing the important US market.

• It may increase the liquidity of the underlying shares of the issuer.

• ADRs can be used as an equity financing tool in both M&A transactions and ESOPs
(Employee Stock Ownership Plans) for US subsidiaries.

• An ADR program helps to increase a non-US company's visibility and name recognition in
the important US investor community.

• A company may raise capital in the US market through some types of ADR program.

EDRs/GDRs

The advantages of an EDR/GDR program are similar to those of an ADR program. An EDR
program gives access to the vast pool of international capital, while a GDR combines this with
access to the domestic US market.

This allows capital raising on a scale, which could be difficult in some domestic market’s, and in
the case of an EDR avoids all the US SEC reporting and registration requirements associated
with ADRs.

Advantages to a non-US corporation of initiating an EDR/GDR program:

• A DR program provides a simple means of diversifying the company's shareholder base and
of tapping the global capital markets.

• It allows capital raising on a scale which might prove impossible in the local market.

• It increases the issuer's visibility and name recognition in the international markets, which may
enhance knowledge of its products and ease the path of future capital raising exercises.

A USEFUL STRUCTURING TOOL

While DRs are generally used to make equity more widely available or to raise capital outside the
issuer's domestic market, they can also be used as part of many other financing structures. The
concept of a receipt trading in one market, which represents an instrument held in custody in a
different market, can be adapted to a wide variety of transactions.

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 3
Types of DRs?
There are a variety of DR program types. These can be divided into capital raising and non-
capital raising structures. The type of program used will depend on the requirements of the
issuer, the features of the issuer's domestic market and on investor attitudes.

A third type of DR program is known as "unsponsored". This differs from other types in that the
company whose shares are represented by unsponsored DRs is not involved in setting up the
program.

We deal with the three different types of DR in three separate sections of this chapter.

SECTION ONE

NON CAPITAL RAISING DRS

ADR TYPE GDR STRUCTURE POSSIBLE?

Sponsored Level I Yes

Sponsored Level II Yes

1. SPONSORED ADR PROGRAM - LEVEL 1

A Level I sponsored ADR program is the easiest and least expensive means for a
company to provide for issuance of its shares in ADR form in the US. A Level I program
is initiated by the issuer and involves the filing of an F-6 registration statement, but
allows for exemption under Rule12g 3-2(b) from full SEC reporting requirements. (See
chapter 6 for details of Form F6, Rule 12g 3-2(b)). The issuer has a certain amount of
control over the ADRs issued under a sponsored Level I program, since a depositary
agreement is executed between the issuer and one selected depositary bank. Level I
ADRs can however only be traded over-the-counter and cannot be listed on a national
exchange in the US.

Advantages of a Level I ADR program:

• It avoids full compliance with the SEC's reporting requirements.

• By working with a single depositary bank, the issuer has greater control over its ADR
program than would be the case with an unsponsored program.

• The depositary acts as a channel of communication between the issuer and its US
shareholder base. Dividend payments, financial statements and details of corporate
actions will be passed on to US investors via the depositary.
• The depositary bank maintains accurate shareholder records for the issuer and can, if
requested, monitor large stock transactions and report them to the issuer.

• Set-up costs are minimal and all transaction costs are absorbed by the ADR holder.

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 • It is easy and relatively inexpensive to upgrade the program to Level II or III as the
issuer and depositary bank do not have to negotiate cancellation of unsponsored
ADRs with several depositaries, as would be the case if upgrading an unsponsored
program.

Disadvantages of a Level I ADR program:

• It cannot be listed on any of the national exchanges in the US. As a result, investor
interest might be somewhat restricted which may limit the issuer's ability to enhance
its name recognition in the US.

• Capital raising is not permitted under a Level I program.

2. SPONSORED ADR PROGRAM - LEVEL II

A sponsored Level II ADR must comply with the SEC's full registration and reporting
requirements. In addition to filing an F-6 registration statement, the issuer is also
required to file SEC Form 20-F (see chapter 6 for details) and to comply with the SEC's
other disclosure rules, including submission of its annual report which must be prepared
in accordance with US Generally Accepted Accounting Principles (GAAP).

Registration allows the issuer to list its ADRs on one of the three major national stock
exchanges, namely the New York Stock Exchange (NYSE), the American Stock
Exchange (AMEX), or the National Association of Securities Dealers Automated
Quotation (NASDAQ) Stock Market, each of which has reporting and disclosure
requirements.

Level II sponsored programs are initiated by non-US companies to give US investors

access to their stock in the US. As with a Level I program, a depositary agreement is
signed between the issuer and a depositary bank. The agreement defines the
responsibilities of the depositary, which usually include responding to investor enquiries,
mailing annual reports and other important material to shareholders and maintaining
shareholder records.

Advantages of a Level II ADR program:

• It is more attractive to US investors than a Level I program because the ADRs may
be listed on one of the major US exchanges. This raises the profile of the ADR
program to investors, thus increasing the liquidity and marketability of the securities.

• Listing and registration also enhance the issuer's name recognition in the US.

• US disclosure regulations for large investors enable the issuer to monitor the
ownership of its shares in the US.

Disadvantages of a Level II ADR program:

• More detailed SEC disclosure is required than for a Level I program. For example,
the issuer's financial statements must conform to US Generally Accepted Accounting
Principles (GAAP), or else a detailed summary of the differences in financial
reporting between the home country and the US must be submitted.

• SEC regulations do not permit a public offering of ADRs under a Level II program.

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 • It is more expensive and time-consuming to set up and maintain a Level II program
than a Level I program because of the more stringent reporting requirements and
higher legal, accounting and listing costs.

SECTION TWO

CAPITAL RAISING DRs

ADR TYPE GDR STRUCTURE POSSIBLE?

Sponsored Level III Yes
Rule 144a Yes
(No ADR element) EDR

3. SPONSORED ADR PROGRAM - LEVEL III

Level III sponsored ADRs are similar to Level II ADRs in that the issuer initiates the
program, deals with one depositary bank, lists on one of the major US exchanges, and
files Form F-6 and 20-F registration statements with the SEC. The major difference is
that a Level III program allows the issuer to raise capital through a public offering of
ADRs in the US and this requires the issuer to submit a Form F-1 (see chapter 6 for
description) to the SEC.

Advantages of a Level III ADR program:

• All of the advantages of a Level II program.

• It permits public offerings of ADRs in the US which can be used for a variety of
purposes, for example the raising of capital to finance acquisitions or the
establishment of an Employee Stock Ownership Plan (ESOP) for the issuer's US
subsidiary.

Disadvantages of a Level III ADR program:

• SEC reporting is more onerous than for Level I or II programs.

• The costs of setting up and maintaining a Level III program can be high. Set-up
costs, which would include listing, legal, accounting, investor relations and "road
show" costs, might amount to approximately US$ 300,000 to US$ 500,000.

4. RULE 144(a) ADRs (RADRs)

Rule 144(a) ADRs, or restricted ADRs (RADRs) are simply privately placed depositary
receipts which are issued and traded in accordance with Rule 144(a). This rule was
introduced by the SEC in April 1990 in part to stimulate capital raising in the US by non-
US issuers. Some of the former restrictions (under Rule 144) governing resale of
privately placed securities (or "restricted securities") have been lifted under Rule 144(a),
providing the sale is made to "qualified institutional buyers" (QIBs), with the aim of
adding liquidity to the private placement market. A QIB is currently defined as an
institution, which owns and invests on a discretionary basis at least US$ 100 million (or,
in the case of registered broker-dealers, US$ 10 million) in securities of an unaffiliated
entity. At present there are believed to be in excess of 4000 QIBs but the SEC may
decide to broaden the definition of a QIB to allow a larger number to participate in the
Rule 144(a) market.

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 Non-US companies now have easy access to the US equity private placement market
and may thus raise capital through the issue of restricted ADRs without conforming to
the full SEC registration and reporting requirements. Additionally the cost of issuing
Rule 144(a) ADRs is considerably less than the cost of initiating a Sponsored Level III
ADR program.

In June 1990, the National Association of Securities Dealers (NASD) established a

closed electronic trading system for RADRs called "PORTAL" (Private Offerings,
Resales and Trading through Automated Linkages). This system is designed to provide a
market for privately traded securities such as RADRs and access to it is available to
both investors and market makers.

Advantages of RADRs:

• ADRs offered under Rule 144(a) do not have to conform to full SEC reporting and
registration requirements. QIBs may demand certain financial disclosure, however,
unless the reporting exemption under Rule 12g 3-2(b) has been granted.

• RADRs provide a cheaper means of raising equity capital than through a public
offering and they can be issued more easily and quickly.

• RADRs can be launched on their own or as part of a global offering.

• They can be traded through the NASD's "PORTAL" system and they clear through
the DTC.

Disadvantages of RADRs:

RADRs cannot be created for classes of share already listed on a US exchange.

RADRs can only be sold in the US to QIBs. Although there are in excess of 4000
potential QIBs, the RADR market is not as liquid as the public US equity market.

5. EUROPEAN DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY

RECEIPTS (EDRs and GDRs)

With the global integration of the major securities markets, it is now commonplace to
have fungible securities listed and cleared in more than one market. The links that exist
between Euroclear and Clearstream in Europe and DTC in the US allow for efficient and
trouble-free settlement of securities between these two major markets.

Just as ADRs allow non-US issuers to access the important US market, European
Depositary Receipts allow issuers to tap the Euromarkets. GDRs, far more common than
EDRs, give access to two or more markets, most frequently the US market and the
Euromarkets, with one fungible security. EDRs and GDRs are most commonly used
when the issuer is raising capital in the local market as well as in the international and
US markets, either through private placement or public offerings.

The US component of a GDR is normally structured either as a Level III ADR with full
disclosure and reporting to the SEC, or privately placed under Rule 144(a), in which case
full compliance with the SEC's onerous reporting and registration requirements is
avoided.

TWO DIFFERENT GDR STRUCTURES

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When GDRs are structured with a Rule 144(a) offering for the US and a "Regulation S"
offering for non-US investors, there are two possible options for the structure.

Unitary Structures

Under a unitary structure, a single class of DRs is offered both to QIBs in the US and to
offshore purchasers outside the issuer's domestic market, in accordance with Regulation
S. All DRs are governed by one Deposit Agreement and all are subject to deposit,
withdrawal and resale restrictions.

Bifurcated Structure

Under a bifurcated structure, Rule 144(a) ADRs are offered to QIBs in the US and
Regulation S DRs are offered to offshore investors outside the issuer's domestic market.
The two classes of DRs are offered using two separate DR facilities and two separate
Deposit Agreements. The Regulation S DRs are not restricted securities, and can
therefore be deposited into a "side-by-side" Level I DR program, and are not normally
subject to restrictions on deposits, withdrawals or transfers. However, they may be
subject to temporary resale restrictions in the US.

Advantages of EDRs/GDRs:

• EDRs/GDRs can be launched as part of a private or public offering.

• They allow a single fungible security to be placed in one or more international

markets, thus giving access to a global investor base.

• They may allow the issuer to overcome local selling restrictions to foreign share
ownership.

• GDRs are eligible for settlement through Clearstream, Euroclear and DTC.

Disadvantages of EDRs/GDRs:

• If the US tranche of a GDR is structured as a Rule 144(a) private placement, the

disadvantages of an RADR program will apply. If it is structured as a Level III
program, the reporting and cost features of such programs will apply.

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 4
Listing Requirements

WHERE TO LIST

One of the more important decisions facing a prospective issuer of DRs is determining where to
list them. Listing on a recognised stock exchange is important partly because many institutional
investors are required to limit their investment in unlisted securities. Critical factors such as
share liquidity, visibility, listing costs and funding requirements must be carefully evaluated
before the exchange which best suits the issuer's needs can be selected. In order to ensure that
the correct decision is reached, the prospective issuer should hold in-depth discussions with the
major exchanges. We would be happy to introduce issuers to representatives of the various
exchanges in the US and in Europe.

The type of DR program desired will determine what listing options are available. For example,
a listing on one of the three national US exchanges, the New York Stock Exchange (NYSE), the
American Stock Exchange (AMEX) or NASDAQ, is only possible for Level II and Level III ADRs.
We set out below a summary of the differences between the "over-the-counter" market and the
major US exchanges, and information on the London and Luxembourg Stock Exchanges where
most GDRs are currently listed.

This is followed by details of the minimum requirements for listing on each exchange and their
respective listing charges.

US LISTINGS - ADRs

THE OVER-THE-COUNTER MARKET

Over-The-Counter (OTC) market trades are listed in the "Pink Sheets". The Pink Sheets are
published daily by the National Quotation Bureau and represent a non-automated listing of
stocks, which trade outside the three major exchanges. Listing fees are paid by the broker-
dealer who seeks the listing.

The broker-dealer must file a National Quotation Form 211, which includes updated financials of
the company and other relevant information. Listing on the "Pink Sheets" is available for
sponsored Level I and unsponsored ADR programs, while a listing on NASDAQ, AMEX or the
NYSE is only available to Level II and III sponsored programs.

THE NATIONAL EXCHANGES

Issuers of Level II or III sponsored ADRs will benefit in several ways from a listing on any one of
the three national exchanges. The increased visibility to the US investment community, which a
listing provides, together with access to the automated trading and efficient market pricing
available on the national exchanges, should lead to a significant expansion of the issuer's

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investor base. Importantly, listing fees for ADRs are generally less expensive than those for
ordinary shares in the US.

A description of the three exchanges follows:-

• NASDAQ (NATIONAL ASSOCIATION OF SECURITIES DEALERS AUTOMATED

QUOTATION)

NASDAQ, the first electronic stock market, operates a system of competing market makers
linked to investors by sophisticated telecommunications networks.

There are two options for listing; the Small Cap Market which, as its name implies, caters for
smaller companies, and the National Market System, where the majority of NASDAQ
securities are listed.

While criteria for listing on these two markets differ, the ADR listing charges are very similar.

The NASD also operates PORTAL, the market for securities issued under Rule 144(a).

• AMEX (AMERICAN STOCK EXCHANGE)

AMEX operates an auction market system, intended to facilitate trading between buyers and
sellers with minimum intervention from professional dealers. Each listed stock is handled by
a specialist unit.

There are special listing requirements for non-US issuers, with "Alternate" requirements
intended to cover companies which are financially sound but which, because of the nature of
their business, would not qualify under the "Regular" requirements.

• NYSE (NEW YORK STOCK EXCHANGE)

The NYSE, like AMEX, operates an auction market system where stock prices are
determined largely by public orders competing with each other. By value of shares listed and
by volume of trading, the NYSE is the largest exchange in the United States.

Foreign companies listing on the NYSE can choose to qualify either under the "Alternate
Listing Standards" designed specifically for non-US corporations, or under the "Original" or
"Alternate Original" standards which apply to US domestic corporations.

Each of the exchanges sets additional standards concerning corporate governance. However,
non-US corporations may be exempted from these requirements upon application. Confidential
meetings can be arranged with the exchanges in advance of any decision-making to discuss
specific concerns or exemptions.

EUROPEAN LISTINGS

LONDON AND LUXEMBOURG

At the time of writing, most GDRs have consisted of a Rule 144a offering in the US and a
Euromarket element. With these instruments there is no listing in the US, but many are listed in
London or Luxembourg, the traditional exchanges for listing euromarket instruments.

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A listing on a recognised stock exchange adds to the visibility of the issue and provides a wider
potential market; many institutional investors have limits on the number of unlisted securities, or
securities which are not listed on certain specified exchanges, in which they can invest.

Both the London and Luxembourg Stock Exchanges list GDRs, and since both are governed by
the same European Union directive, their listing requirements are broadly similar. The
differences lie mainly in the level of disclosure, the ease and speed with which listings can be
obtained and the level of visibility afforded by the listing.

Listings on the London Stock Exchange are generally arranged by the Lead Manager of the GDR
issue acting as Listing Agent, while for Luxembourg the Listing Agent must be a Luxembourg
bank with a seat on the Luxembourg Stock Exchange. This is not normally a service the Lead
Manager of the GDR issue can provide directly.

A listing on the London Stock Exchange makes it easier for a GDR to be quoted on SEAQ
International, the exchange's electronic price quotation service, although such a listing is not
a requirement for trading on SEAQ.

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 5
US Securities and Exchange
Commission Compliance

ADRS, ADR ELEMENTS OF GDRS

The following table outlines the different filings required by the SEC in the US, the way
ADRs are traded and whether new capital can be raised, according to the type of ADR
program issued:

Type of SEC Filing Raising

Program Required Trading Capital

Level I F-6 OTC No

Sponsored 12g 3-2(b)

Level II F-6 NYSE No

Sponsored 20-F AMEX
NASDAQ

Level III F-6 NYSE Yes

Sponsored 20-F AMEX
F-1 NASDAQ

Rule 144(a) N/A PORTAL Yes

T GDR - Filings for any US tranche will depend on which structure is chosen:
normally a Level III or Rule 144(a) program.

Exemption from Supplying Information: Rule 12g 3-2(b)

Under certain circumstances, the SEC exempts non-US corporations wishing to trade their
shares in the US from the full reporting burden. The Information Supplying Exemption, also
known as Rule 12g 3-2(b), can be obtained by those non-US corporations that are not seeking a
listing on a national exchange and are not intending to launch a public offering of their securities.
In order to gain exemption, a company must do the following:

• Send a letter to the SEC outlining its intentions.

• Send whatever information that is (1) made or required to be made public in its home
country, (2) required to be filed with a stock exchange on which its securities are traded or,
(3) distributed or required to be distributed to its shareholders.

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• The SEC be placed on the company's mailing list. All important future public information
must be made available to the SEC.

Information supplied to the SEC under this exemption is not technically "filed" with the SEC and
the non-US corporate does not therefore make itself liable under the Exchange Act's provisions
against filing false or misleading statements. Agreeing to supply information under this
exemption does not in any way render a non-US corporate subject to the Exchange Act.

Form F-6

Form F-6 is used for the registration of depositary shares as evidenced by ADRs (or GDRs) that
are issued by a depositary bank against the deposit of securities of a foreign issuer under the
Securities Act of 1933. The information is prepared by the company under the guidance of the
depositary bank at the inception of either an unsponsored or sponsored program.

Form 20-F

A Form 20-F is filed as a registration statement/annual report by issuers of Level II or III

sponsored ADRs/GDRs. It is a comprehensive report of all material business activities and
financial results and must comply with US GAAP. The Form 20-F consists of four distinct parts.
Part I requires a full description of the issuer's business, details of its property, any outstanding
legal proceedings, taxation and any exchange controls that might affect security holders. Part II
requires a description of any securities to be registered, the name of the depositary bank for the
DRs and all fees to be charged to the holders of DRs. Part III requires information on any
defaults upon senior securities. Part IV requires various financial statements to be submitted.

Form F-1

Foreign issuers planning a public offering in the US via a Level III DR program must register the
proposed new securities by filing Form F-1. This form requires the following information to be
included in the prospectus: use of proceeds, summary information, risk factors and ratio of
earnings to fixed charges, determination of offering price, dilution, plan of distribution,
description of securities to be registered, name of legal counsel and disclosure of commissions.

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 6
Other Considerations

Investor Relations

A prospective DR issuer needs to understand the functions performed by an investor relations

(IR) firm and how IR can enhance the success of a DR program. An investor relations firm can
provide valuable services both prior to and following the launch of a program.

Before launch, it is important for the issuer to realise that "road-show" information provided to
international investors may need to be markedly different from that supplied to investors in the
issuer's home market. To make a road-show successful and to justify its cost, an investor
relations firm will undertake market research which will give the issuer insight into investors'
perceptions and attitudes, their portfolio strategies, the type of information they would expect
from the issuer and how and when it should be provided. With this knowledge, the issuer is in a
better position to develop a road-show specifically targeted at those investors having the
greatest interest in its DRs.

The decision to employ an IR firm will be influenced by a company's particular needs, interests
and objectives. For example, a retail oriented company may wish to emphasise broad-based
advertising and public relations activities which enhance name recognition. A major wholesale
or manufacturing company on the other hand may be more concerned with reaching the
specialist analysts and institutional investors through a series of very targeted road-shows. An
issuer contemplating a Level III program would be more likely to benefit from an extensive
investor relations campaign than one opting for a Level I program. However, a smaller scall IR
campaign for a Level I or Level II issuer could significantly enhance liquidity and contribute to
the program's overall success.

Ideally, a prospective issuer should appreciate how an investor relations firm can contribute to
the success of its DR program before deciding whether, or to what extent, to engage an IR firm.

GAAP Conversion (Level II and Level III ADR Programs)

The process of converting financial statements to the US standard of Generally Accepted

Accounting Principles (GAAP) can be complex but depends on the compatibility of accounting
procedures in the issuer's home country with those of the US. Regulated industries such as
banking may find the costs of conversion more onerous than those companies in less regulated
sectors.

Tax Compliance

US Tax

Non-US companies are not responsible for complying with the US tax requirements regarding
dividend payments made in the US under their DR program. The depositary bank handles any
such issues.

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Local Tax

The depositary provides registered GDR holders with tax certification forms prior to each
payment date and returns them to the issuer so that the correct tax can be deducted according to
local regulations.

Subscription Rights

The right granted to existing shareholders of a company to receive or to subscribe to new shares
under a "rights" or "bonus" issue is also extended to registered ADR holders. However, a US
investor can only take possession of these rights in the US if the issuer undertakes to register the
offering, or if an exemption from registering it is available. In all other cases, the depositary must
arrange to sell the entitlement to the rights in the home country and distribute the cash proceeds
to the ADR holders.

Voting Rights

The non-US company will give notice to the depositary of a sponsored program of when its
annual general meeting will take place. The depositary is responsible for distributing proxy
material to all registered ADR holders of Level II or III programs. The depositary is only obliged
to vote if instructed to do so by the record holder of the ADR. On unsponsored or Level I
sponsored ADR programs, the issuer and/or depositary will decide whether voting rights are to
be offered to ADR holders, and in these cases the depositary will provide information regarding
voting procedures on request.

EDR programs and GDR programs with Rule 144(a) elements can be set up with or without the
provision for DR holders to enjoy voting rights.

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 7
What benefits does Deutsche
Bank offer?

Deutsche Bank is one of the largest securities services banks in the world, with a reputation for
providing first class and innovative products.

We offer exceptional benefits to those issuers who choose Deutsche Bank as their depositary.

DR Service Package

Our depositary services "package" provides the following:-

• Original issuance of DRs and provision of Transfer Agency services.

• Recordkeeping and Registrar function.

• Custodian services for the underlying shares.

• Collection and payment of the interest or dividends (including conversion from foreign
currency).

• Corporate actions processing.

• Distribution of the issuing company's financial statements, notices and shareholder

meeting material (proxy forms etc) as requested.

• Cancellation and exchange of DRs for underlying shares and vice versa.

• Mailing of proxy forms, collection and tabulation of DR holder responses and voting on
their behalf, where this applies.

• Answering investors' inquiries and other investor relations services.

• ADR information services to the issuer available via our web site. Information includes
regular reporting of total outstandings and number of ADR holders, changes, trends and
"flowback" levels, monitoring large or unusual transactions and other general information
required by the issuer.

• Tax reporting.

• General program administration.

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Shareholder Relations

Deutsche Bank is particularly proud of the success of its effective shareholder relations unit
which addresses any inquiries shareholders may have. As a depositary, we deal directly with
shareholders on a daily basis. Communication is of the greatest importance, which is why we
place such emphasis on customer service. We also liaise with issuers, so that they are kept
informed of both general market sentiment in the US and, more specifically, the attitudes of the
ADR holders.

Security Holder Relations Unit

Our Security Holder Relations Unit in the US provides timely and accurate responses to written
and telephone inquiries received from ADR holders. Clients and investors can

• The Customer Service Group is a dedicated "telephone unit", which has responsibility for
handling easily answered questions. Our statistics show that over 95% of customers'
inquiries can be resolved immediately over the telephone.

• The Control Group deals with more complex questions requiring extensive research. Our
systems provide tracking of inquiries and reporting on problem types and turnaround
times, all of which can be made available to the issuer.

• The Research Group is staffed by full-time professional researchers who have the
technical expertise to answer complex questions.

• The Security Replacement Group is responsible for replacing lost securities. This unit is
staffed by research professionals who are trained to address the legal and operational
issues associated with security replacement.

The above services help to facilitate a two-way communication between ADR holders and the
issuer. In addition to monitoring comments and inquiries from ADR holders, we can also, if
required, conduct specific ADR holder surveys. In this way we can keep the issuer apprised of
US investor attitudes and concerns.

Deutsche Bank Credentials

We maintain a presence in all major securities markets and are involved in all important aspects
of the securities business. We are experts in international securities settlements, being the
largest member of DTC and a common depositary for Euroclear and Clearstream.

• We have the capacity to cater for the individual needs of each of our clients. Each
program is important to us.

• Our aim is to provide a first class DR service with professional, multilingual administrators.

• We have been actively involved as a depositary for "receipt" products since 1986.

• Deutsche Bank currently acts on over 170 sponsored or unsponsored depositary receipt
programs, and is the fastest-growing depositary.

• We act as depositary on all types of DR structure. We also have the expertise and
flexibility to tailor our service to suit the individual needs of our clients.

• We have the resources and capabilities to handle the most complex structures.

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• Deutsche Bank’s DR unit has offices in New York and London for processing and
administration. We have experience in ADR, GDR and EDR programs of all types, and
the expertise to deal equally easily with programs governed by New York or English law.

• We also have specialist staff located in New York, London, Frankfurt, Hong Kong,
Luxembourg and Nashville for sales assistance and program maintenance, giving
Deutsche Bank the ability to service securities on a global basis.

• We can offer market making and underwriting services on selected DR programs through
Deutsche Bank’s investment banking affiliates. Our research group and dedicated market
makers can help promote liquidity and the success of the program.

Copyright 2003 Deutsche Bank AG (Regulated by the FSA). The information contained herein is based on data obtained
from sources believed to be reliable. However, Deutsche Bank does not make any representations as to its accuracy or
completeness. The information is not intended as an offer or solicitation, or as the basis for any contract for the purchase or
sale of any investment.

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 CONTACTS

Akbar Poonawala Mike Hughes

Head of Global Equity Services Global DR Product Manager
New York London
Tel: +1 (212) 250 1303 Tel: +44 (20) 7547 7995

Christian Starck
Customized Client Solutions
New York
Tel: +1 (212) 250 1103

Client Management

Jim Holden Cato Wille

London London
Tel: +44 (20) 7547 3632 Tel: +44 (20) 7547 3773

Michael Jung Curt Lam

Germany Hong Kong

Tel: +49 (69) 910 43540 Tel: +852 220 37868

Bozena Trydos Eleazar Castellanos

New York New York

Tel: +1 (212) 250 1204 Tel: +1 (212) 250 1304

Sameer Shah

Mumbai - Tel: +91 (22) 220 79645

Singapore - Tel: +65 6423 8234

Visit the Deutsche Bank ADR Web site at www.adr.db.com

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