The Depositary Receipts Yearbook 2013

the depositary receipt market

2013YEARBOOK

2 // the depositary receipt market 2013 yearbook

directory websitecontents contact

the depositary receipts (dr) market

Message from the CEO

Timeline

Global Market Updates The Role Depositary Receipts Play in Financial Markets Depositary Receipts Year-Over-Year Most Active Depositary Receipt Sectors Depositary Receipts by Region Depositary Receipts Market Liquidity by Region 2013 DR Capital Raising Depositary Receipt Liquidity Depositary Receipts Sponsored and Unsponsored Market Institutional Depositary Receipt Ownership Top Institutional Investors

Regional Market Updates Asia Pacific (APAC) Europe, Middle East & Africa (EMEA) Latin America (LATAM)

Why BNY Mellon 60% of Depositary Receipt Issuers Choose BNY Mellon Depositary Receipt Market Leadership

Our Impact Case Studies: Cencosud, Romgaz, Mazor Robotics

Our Insight Russian Regulatory Updates The Economist Intelligence Unit Search for Growth: Three Roads to Prosperity Ninth Annual Investor Relations Survey 2013 Richard Hoey Outlook 2014

Contacts and Regional DR Offices

3

4

6

15

22

25

26

28

http://www.adrbnymellon.com/dr_directory.jsphttp://www.adrbnymellon.com



christopher kearnsChief Executive Officer, Depositary Receipts

Dear Clients and Friends,

Another unusual year in the worlds capital markets has come to a close. We witnessed the turnaround in the Eurozone debt crisis and a spring collapse in most emerging market equities, then in the second half of the year investors fueled an increase in equity prices in the developed markets that had not been seen since 2008. In the U.S., the S&P 500 index finished the year nearly 30% higher. European stock markets also experienced their strongest annual performance since 2008, while in Asia, Japans Nikkei index was the standout performer of the year, jumping more than 50% in 2013.1 Depositary Receipts (DRs) continued to prove their value, as supported by the 21.98% increase in the BNY Mellon Developed Markets ADR Index.2

Fortunately, many DR issuers and investors benefited from and participated in the years positive developments. Global investment in DRs increased by more than $150 billion on a year-over-year basis through the third quarter of 2013. In contrast, the volume of DRs traded was almost 144 billion shares, 9% lower than 2012, with the value of DRs traded falling 8% to $2.56 trillion. Importantly, DR issuers were eager to tap investors appetite for borderless investment opportunities, and the number of DR capital raising deals in 2013 rose to 51, an impressive 65% increase over 2012 with a total value of $10.4 billion. China led in the number of capital raisings, with 14 deals, and Russia led in the amount of capital raised with $2.6 billion. We expect this positive momentum in DR capital raisings to continue in 2014.

Our unique position in the market allows us to work with the full range of the investment community and collaborate with our clients to help them meet their goals. In 2013, we strengthened this collaborative role through many groundbreaking initiatives. These included helping Ambev (Brazil) structure their stock/swap merger and working with the Romanian natural gas supplier Romgaz to raise capital in its privatization, the largest Romanian IPO ever and the first with a DR component. We worked with the French e-commerce company Criteo to raise capital through an IPO, the first DR capital raising for a French company since 2011 and the first French listing to benefit from the U.S. JOBS Act. We also played a leadership role with our corporate governance expertise in Russia, leading an industry solution to the consequences of a new regulation, 415-Z. We are proud to produce our annual and regional proxy studies and to keep our clients and the industry informed on investor relations best practices through our ninth annual investor relations survey.

We look forward to applying our deep and tested expertise in support of our issuer clients and their investors in 2014, as DRs continue to play an increasing role in global capital markets.

1 Bloomberg, December 31, 20132 www.adrbnymellon.com/index, December 31, 2013

message from the ceo




FebrUaryJanUary apriLmarch

2012 Year-End Review

BNY Mellon announces one billion depositary receipts outstanding for Vodafone, the largest European DR Program

14th Annual Depositary Receipt Issuer Conference, Istanbul, Turkey

JUne

11th Annual South Africa DR Issuers Conference, Johannesburg

BNY Mellon Boat Race, London

mayBNY Mellon appointed as successor Depositary Bank by Westpac Banking Corporation in Australia

BNY Mellon Wins EMEA Finance Achievement Award for Best Depositary Receipt House for sixth straight year

2013

INSIGHT

2013 BNY Mellon Shareholder Meeting Handbook for Depositary Receipt Issuers

The Search for Growth: Balancing Yield and Risk in Uncertain Times

BNY Mellon appointed as Depositary by QIWI First ADR listing in Moscow and first IPO through ADRs by a Russian company on NASDAQ

2012 Western European Depositary Receipt Voting Study




JULy

Sixth Annual Investor Relations Training Seminar, London and Frankfurt

aUGUstBNY Mellon appointed as Depositary by MiX Telematics for its NYSE ADR Listing

october

The Search for Growth: Three Roads to Prosperity

Kroton Educacional named BNY Mellon as Depositary for its ADR Program

noVember

Fifth Annual DR Issuers Forum, Moscow

Romgaz named BNY Mellon as Depositary for its GDR Listing on the London Stock Exchange

september

Eighth Annual DR Training and U.S. Capital Market Overview, New York and Chicago

Gateway to China: The Hong Kong Stock Exchange

december

2013 Investor Relations Survey

EvENTS

IMPACT

2013 Mid-Year Review

Fubon Financial raises capital via a private placement, the largest GDR offering in Asia Pacific since 2007

BNY Mellon client Renesola raises capital via a secondary offering on the NYSE




Depositary Receipts allow companies and investors around the globe to connect seamlessly across borders, playing an increasingly important role in global financial markets.

the role depositary receipts play in Financial markets

highlights include:

- 143 billion DRs valued at $2.57 trillion traded

- $10.4 billion raised through 51 DR offerings

- 85 new sponsored programs created

- 173 new unsponsored programs created

- 3,762 total DR programs in existence

Statistics are as of December 31, 2013, unless otherwise noted.

GLOBAL MARkET UPDATES




depositary receipts year-over-year

new dr proGramssponsored onLy totaL sponsored and Unsponsored dr proGrams

Source: BNY Mellon and other depositary websites

VALUE TRADED VALUE TRADED

U.S.-Listed U.S. OTC Other/Unlisted LSE/LuxSE U.S.-Listed U.S. OTC Other/Unlisted LSE/LuxSE

Unsponsored

DR Market Liquidity by Region

0

100

150

50

200 4,000

3,000

2,000

1,000

0

2009 2010 2011 2012 2013 2009 2010 2011 2012 2013

0

1500

2000

1000

500

2500

2011 2012 2013

EMEATOTAL: 1,684

APACTOTAL: 1,795

LATAMTOTAL 287

NEW: 8

NEW: 89

27%

50%

23%

Asia Pacific

EMEA

Latin America

Asia Pacific

EMEA

Latin America

26%

42%

32%

695

829

403

362

676

845

396

370

654

841

392

343

20

82

16

19

21

72

41

45

19

74

16

28

12

48

15

9

16

39

19

11

U.S.-Listed U.S. OTC Other/Unlisted LSE/LuxSE

1,060

690

748

296

376

1,116

689

794

337

397

1,229

695

829

362

403

1,391

676

845

370

396

1,532

654

841

343

392

EUROPEDR Value Held: $180.1

Institutional Holders: 1,315YoY Change: $41.8

DR Value Held: $31.2Institutional Holders: 412

YoY Change: $10.7

ASIAPACIFIC

DR Value Held: $603.7Institutional Holders: 2,539

YoY Change: $103.9

NORTHAMERICA

LATIN AMERICA


YoY Change: $0.4

MIDDLE EAST& AFRICA DR Value Held: $3

Institutional Holders: 96YoY Change: $1.3

NEW: 156

85 new sponsored programs have been established compared to 84 in 2012.

Amid improving global economic conditions, the total number of available DR programs grew by 2.2% during 2013.




sector 2013 VoLUme chanGe Vs. 2012

Oil, Gas & Consumable Fuels $23.11 -14.14%

Commercial Banks $21.10 -9.10%

Metals & Mining $18.13 -14.22%

Communications Equipment $15.70 -8.21%

Semiconductors $12.96 35.10%

Wireless Telecom Services $7.22 2.13%

Internet Software & Services $4.31 -1.68%

Biotechnology $3.77 50.62%

Construction Materials $3.71 5.32%

Pharmaceuticals $3.58 -3.69%

sector 2013 VaLUe chanGe Vs. 2012

Oil, Gas & Consumable Fuels $426.34 -25.80%

Metals & Mining $292.21 -31.95%

Commercial Banks $263.85 -7.13%

Internet Software & Services $215.43 5.56%

Wireless Telecom Services $186.28 24.96%

Pharmaceuticals $186.27 5.93%

Semiconductors $176.48 31.50%

Communications Equipment $71.51 26.55%

Beverages $62.49 -22.30%

Food Products $51.48 6.31%

top 10 in 2013 by VaLUe (biLLions) top 10 in 2013 by VoLUme (biLLions)

most active depositary receipt sectors

Source: Bloomberg. Includes both sponsored and unsponsored DR programsvalue = number of DRs traded multiplied by DR price at trade volume = number of DRs traded during the period






Unsponsored


0

100

150

50

200 4,000

3,000

2,000

1,000

0

2009 2010 2011 2012 2013 2009 2010 2011 2012 2013

0

1500

2000

1000

500

2500

2011 2012 2013

EMEATOTAL: 1,684

APACTOTAL: 1,795

LATAMTOTAL 287

NEW: 8

NEW: 89

27%

50%

23%

Asia Pacific

EMEA

Latin America

Asia Pacific

EMEA

Latin America

26%

42%

32%

695

829

403

362

676

845

396

370

654

841

392

343

20

82

16

19

21

72

41

45

19

74

16

28

12

48

15

9

16

39

19

11


1,060

690

748

296

376

1,116

689

794

337

397

1,229

695

829

362

403

1,391

676

845

370

396

1,532

654

841

343

392




YoY Change: $10.7

ASIAPACIFIC


YoY Change: $103.9

NORTHAMERICA

LATIN AMERICA


YoY Change: $0.4



NEW: 156

Source: BNY Mellon and other depositary websites Sponsored and unsponsored programs New = 2013 establishment

depositary receipts by region

Issuers from India, China, the U.k., Japan, and Australia represent the top five countries with the highest number of DR programs.




$680.6

$1,295.9

$592.6

Asia Pacific Latin America

31.1

73.8

38.3

EMEA Asia Pacific Latin AmericaEMEA

Source: Bloomberg, includes sponsored and unsponsored programs

dr market Liquidity by region 2013 dr capital raising

VaLUe traded (biLLions) VoLUme traded (biLLions oF shares)

BNY Mellon was the depositary for almost $3.5 billion of these capital raisings, or 34%.

3.5bn

More than $10.4 billion in capital has been raised in 2013 via 51 transactions.

10.4bn

Russia led the way in total dollars by raising nearly $2.6 billion via four companies. China led the way in number of transactions with a total of 14 companies raising capital.

2.6bn

Russia, Taiwan, China, korea, and Colombia, the top five countries in terms of capital, raised more than $7.3 billion.

7.3bn

$2,569.1 143.2




Source: Bloomberg and London Stock Exchange

top 5 U.s.-Listed depositary receipt proGrams, by VaLUe

top 5 U.s. otc-traded depositary receipt proGrams, by VaLUe

top 5 iob-traded depositary receipt proGrams, by VaLUe

issuer industry countrytrading Venue

Value traded (billions)

Volume traded (billions)

Baidu Internet Software & Services China NASDAQ $119.38 1.04

Vale Metals & Mining Brazil NYSE $106.54 6.66

Petrobras Oil, Gas & Consumable Fuels Brazil NYSE $105.03 6.39

Vodafone Group Wireless Telecom Services United Kingdom NASDAQ $86.31 2.85

BP Oil, Gas & Consumable Fuels United Kingdom NYSE $62.90 1.47




Nestl Food Producers Switzerland OTC $11.47 0.17

Roche Pharmaceuticals Switzerland OTCQX $7.89 0.13

Danone Food Products France OTCQX $2.19 0.15

Gazprom Oil, Gas & Consumable Fuels Russia OTC $1.88 0.22

Deutsche Telekom Diversified Telecommunications Germany OTCQX $1.56 0.12




Gazprom Oil, Gas & Consumable Fuels Russia LSE $55.89 6.63

Sberbank Commercial Banks Russia LSE $49.89 3.95

Lukoil Oil, Gas & Consumable Fuels Russia LSE $37.05 0.60

Rosneft Oil, Gas & Consumable Fuels Russia LSE $21.20 2.82

Uralkali Chemicals Russia LSE $17.72 0.57

depositary receipt Liquidity




totaL sponsored dr proGrams

top 5 sectorsaLL Unsponsored proGrams

dr sponsored and Unsponsored market



Unsponsored


0

100

150

50

200 4,000

3,000

2,000

1,000

0

2009 2010 2011 2012 2013 2009 2010 2011 2012 2013

0

1500

2000

1000

500

2500

2011 2012 2013

EMEATOTAL: 1,684

APACTOTAL: 1,795

LATAMTOTAL 287

NEW: 8

NEW: 89

27%

50%

23%

Asia Pacific

EMEA

Latin America

Asia Pacific

EMEA

Latin America

26%

42%

32%

695

829

403

362

676

845

396

370

654

841

392

343

20

82

16

19

21

72

41

45

19

74

16

28

12

48

15

9

16

39

19

11


1,060

690

748

296

376

1,116

689

794

337

397

1,229

695

829

362

403

1,391

676

845

370

396

1,532

654

841

343

392




YoY Change: $10.7

ASIAPACIFIC


YoY Change: $103.9

NORTHAMERICA

LATIN AMERICA


YoY Change: $0.4



NEW: 156

There are now 2,230 sponsored programs.

2,230

In 2013, 85 new sponsored programs were established compared with 84 in 2012.

85

BNY Mellon has a 60% market share of all sponsored programs.

60%

Overall there are a total of 1,532 effective unsponsored programs. BNY Mellon is the sole depositary for 46% of these programs.

46%

173 OTC unsponsored programs were established in 2013. BNY Mellon was the sole depositary for 152 (88%) of these programs.

88%

96

Financial Services

119

Real Estate Investment & Services

General Retailers

86

Construction Materials

Oil & Gas Producers

71 63







Unsponsored


0

100

150

50

200 4,000

3,000

2,000

1,000

0

2009 2010 2011 2012 2013 2009 2010 2011 2012 2013

0

1500

2000

1000

500

2500

2011 2012 2013

EMEATOTAL: 1,684

APACTOTAL: 1,795

LATAMTOTAL 287

NEW: 8

NEW: 89

27%

50%

23%

Asia Pacific

EMEA

Latin America

Asia Pacific

EMEA

Latin America

26%

42%

32%

695

829

403

362

676

845

396

370

654

841

392

343

20

82

16

19

21

72

41

45

19

74

16

28

12

48

15

9

16

39

19

11


1,060

690

748

296

376

1,116

689

794

337

397

1,229

695

829

362

403

1,391

676

845

370

396

1,532

654

841

343

392




YoY Change: $10.7

ASIAPACIFIC


YoY Change: $103.9

NORTHAMERICA

LATIN AMERICA


YoY Change: $0.4



NEW: 156

values are in billions of dollarsSource: NYSE, NASDAQ, LSE and other exchanges

institutional dr ownership




Source: Ipreo, most recent 13F filings for U.S. reporting, as of September 30, 2013 and for institutions holding more than one DR security, based on DR value

institutiondr Value 2013

(billions)dr Value 2012

(billions)yoy change

(billions)yoy dr Value

% change equity aUm

(billions)

Capital World Investors (U.S.) $18.95 $15.47 $3.48 22% $526.0

Dodge & Cox $18.51 $15.87 $2.64 17% $133.0

Fidelity Management & Research Company $17.81 $20.22 -$2.41 -12% $716.3

Aberdeen Asset Managers, LTD (U.K.) $17.66 $19.36 -$1.70 -9% $105.7

Capital Research Global Investors (U.S.) $15.01 $12.33 $2.68 22% $369.0

Wellington Management Company, LLP $14.56 $13.73 $0.83 6% $351.7

Lazard Asset Management, LLC (U.S.) $12.02 $12.35 -$0.33 -3% $78.9

OppenheimerFunds, Inc. $11.92 $9.45 $2.47 26% $126.1

T. Rowe Price Associates, Inc. $9.40 $9.73 -$0.33 -3% $430.0

Baillie Gifford & Company, LTD $9.09 $9.11 -$0.02 0% $85.9

top institutional investors

=

=

money centerdr Value (billions)

yoy change (billions)

yoy % change

Chicago 22.17 2.09 10%

Philadelphia/Wilmington 25.46 0.46 2%

Houston 10.24 0.03 0%

Edinburgh 12.81 -0.1 -1%

Baltimore 10.38 -0.31 -3%

LarGest VaLUe chanGe in dr inVestments by money center

money centerdr Value (billions)

yoy change (billions)

yoy % change

NY/CT/NJ 184.18 46.49 34%

LA/Pasadena 66.74 10.17 18%

Boston 82.94 8.91 12%

SF/San Jose 61.28 7.12 13%

Paris 14.91 6.19 71%

Source: Ipreo. All figures above are net year-over-year change, Q3 2013 compared to Q3 2012

=




As another unusual year in the worlds capital markets drew to a close, we witnessed many developments in the DR market. Global investment in DRs increased by more than $150 billion on a year-over-year basis through the third quarter of 2013,1 and the number of capital raising transactions increased 65%, over 2012. We saw 14 new capital raising transactions from China, while Eastern Europe raised nearly $2.8 billion. Latin America saw increased capital raising activity in the airline sector, while South Africa saw 10 new programs established during the year.

1Ipreo, as of September 30, 2013

issuers returned to the Global capital markets

REGIONAL MARkET UPDATES




$41.1 V 2.2p 53Commercial Banks

Internet Software & Services

V 4.2p 20$208.5

Semiconductors & Semiconductor Equipment

V 11.6p 35$118.9

Metals & Mining

V .9p 46$41.0

Internet & Catalog Retail

$37.4 V 1.5p 6

Baidu

$1191.0

Taiwan Semiconductor Manufacturing

2.6$47

Qihoo 360 Technology

$360.6

BHP Bilton

$340.5

Melco Crown Entertainment

$23.09

asia paciFicCompanies in Asia Pacific used DRs to raise more than $4.4 billion in DR form in 2013, an almost threefold increase over 2012 and a strong signal that DRs continue to be an effective financing mechanism to raise capital for companies in the region. There was a noticeable increase in Chinese companies accessing the U.S. markets, with 14 DR offerings raising $1.4 billion in DRs. Investors are still keen to find quality names from China, favoring companies with both strong growth prospects and high standards of corporate governance.

Capital raising activity in Taiwan remained robust for the second consecutive year. In Taiwan, six issuers raised more than $2.1 billion in DRs. Fubon Financial completed the largest GDR offering from Asia since 2007, raising $850 million. Additionally, three issuers from korea raised over $660 million through GDRs.

In Australia, BNY Mellon was proud to be selected as successor depositary by Westpac Banking Corporation for its NYSE-listed DR program. BNY Mellon now acts as depositary for eight of the nine U.S. exchange listed ADR programs for Australian issuers. Notable new programs include Suncorp and AMP.

Feedback from investors in Asias emerging markets continues to suggest that market accessibility is a critical issue. Foreign ownership limitations, operational settlement requirements, and institutional investment restrictions should continue to be evaluated to promote overseas investment in markets such as India, korea and Taiwan. BNY Mellon continues to undertake efforts to provide greater access to these markets on behalf of DR investors. The release of our paper India: Easing Conditions for Investors early in the year proved timely. The government of India thereafter commissioned a committee to review ADR/GDR rules, including BNY Mellons concept to allow Indian issuers to establish over-the-counter (Level I) DR programs.

top indUstries by VaLUe traded (biLLions)

V: Volume p: programs

top 5 dr proGrams by VaLUe traded (biLLions)

Source: Bloomberg

Value Volume




$7.4 $7.5 $8.5 $18.5 $42.8Qihoo 360

TechnologyPhillipine

Long Distance Telephone

CTrip.com International

Taiwan Semiconductor Manufacturing

Baidu

10%55% 21% 14%

top 5 proGrams by dr market cap (biLLions)

Source: International Data Corporation (IDC)

market share oF sponsored dr proGrams

all programs

BNY Mellon Citibank Deutsche Bank JPMorgan Chase

conFerences

IR Awards Greater China Hong Kong

IR Awards South East Asia Singapore

DR Capital Markets Seminar Philippines

NASDAQ Listing Seminar Tokyo

IR Client Seminar Beijing and Shanghai

VaLUe traded (biLLions)

VoLUme traded (biLLions oF shares)

Source: Bloomberg, includes sponsored and unsponsored DR programs.

new programs

Taiwan

16.4

5.4

China

China

Japan

Japan

India

India

Taiwan

Australia

Hong Kong

Other

Other

3.8

1.9

1.3

$363.1

$71.8

$68.3

$66.6

$39.7

$71.1

2.3

$680.6

31.1


asia paciFic (continued)

31% 15%27%27%




The sovereign debt crisis and uncertain economic fundamentals across Western Europe appeared to give way in 2013 to growing optimism, as evidenced by European equities reaching five-year highs. Western European issuers used DRs to raise $1.25 billion in 2013, more than five times the capital raised in 2012. Criteo appointed BNY Mellon as depositary for its IPO in June, raising $250 million; it was the first French IPO in DR form since 2011 and also the first French IPO under the U.S. JOBS Act.

In the U.k., trading value was $447 billion, higher than for any other country. One reason for this leadership position was a number of key DR programs being at or close to their all-time highs in terms of DRs outstanding. For example, vodafone reached one billion DRs outstanding during the year.

Eastern European equity markets did not keep pace with Western Europe markets during the year, but despite its slowdown, companies from the regions raised nearly $2.8 billion in DR form. In May, Russian electronic payment platform company QIWI raised $212 million on NASDAQ under the U.S. JOBS Act, as well as $287 million via a subsequent follow-on offering in October. Also in October, TCS Group, the second IPO of the year from Russia, raised more than $1 billion. In November, Romgaz, the largest natural gas producer and supplier in Romania, came to market with a private placement raising more than $185 million in DR form.

In the Middle East & Africa, South Africa led the way in number of new transactions for the EMEA region as 10 new programs were established, eight OTC-traded and two NYSE-listed. This included MiX Telematics, which raised over $115 million. In the U.A.E, Dubai real estate company DAMAC raised nearly $350 million in the form of DRs on the London Stock Exchange. Finally, OCI N.v. in the Netherlands, an Orascom Construction Industries (OCI) subsidiary, launched a tender offer for all of the outstanding shares of OCI, Egypt, listed OCI N.v. on the NYSE Euronext, and added an OTC-traded DR program.




Metals & Mining

V 15.5p 46$294.9

Oil, Gas & Consumable Fuels

V 3.4p 26$183.2

Wireless Telecom Services

V 5.1p 55$115.9

Beverages

$113.8 V 3.9p 16


Vodafone

$862.8

BP

1.5$62

Gazprom

$596.9

Royal Dutch Shell

$580.8

Sberbank

$523.5

eUrope, middLe east & aFrica

Value Volume

Source: Bloomberg




$27 $34 $35 $38 $40



Gazprom LUKOIL Vodafone Group

BP Royal Dutch Shell


new programs

all programs


conFerences

14th Annual EEMEA DRIC Istanbul

5th Annual DR Issuers Forum Moscow

11th Annual SADR Issuers Conference Johannesburg

Swiss IRO Dinner Zurich

BNY Mellon Boat Race London


Other

Other

United Kingdom

Russia

Russia

United Kingdom

Switzerland

Finland

Netherlands

France

France

South Africa

Germany

Netherlands

Finland

Ireland

$447.2

$303.5$84.2

$71.7

$69.2

$52.9

$49.1

$217.7

$1,295.5

73.8

52% 13%13% 22%

7%63% 19% 11%


Source: Bloomberg, includes sponsored and unsponsored DR programs

24.0

6.2

3.3

2.6

2.5

12.1

12.710.4


eUrope, middLe east & aFrica (continued)





Metals & Mining

V 10.4p 12$135.3

Oil, Gas & Consumable Fuels

V 7.2p9$116.5

Wireless Telecom Services

V 2.4p 3$50.4

Beverages

$45.1 V 0.9p 7

Vale

$1066.6

Petrobas

$105

American Movil

$432.0

Cemex

$403.6

Itau Unibanco

$402.6

Latin america

6.3

There were six capital raisings from Latin America involving DRs during the year, led by issuers from Colombia, Peru and Mexico totaling $1.4 billion. The airline sector was relatively active, with two DR capital raisings, volaris and Avianca Holdings. The portion of both transactions placed in DR form with U.S. and European investors was greater than 80%. Latin American companies established a total of eight new programs. BNY Mellon was appointed as depositary for six: three listed on the NYSE, two OTC-traded, and one private placement.

In Brazil, BNY Mellon was honored to be selected as depositary for kroton Educacional, an educational organization, as they seek to broaden their U.S. investor outreach. We also completed Ambevs complex corporate reorganization resulting in one of the largest Latin American DR programs. The year concluded with a Brazilian Presidential Decree removing the foreign exchange tax on the issuance of DRs, reducing the cost of cross-border activity.

Latin American issuers pursued an active dialogue with the investor community. Cencosud led this trend with a full five-day non-deal roadshow involving three separate teams of senior management visiting investors in eight cities throughout North America.




Source: Bloomberg

Value Volume




74% 13% 13%



new programs

all programs


conFerences

Listing Seminar with NYSE So Paulo

Previ Corporate Governance Seminar Rio de Janeiro

IR Brazil Survey Roundtable So Paulo and Rio de Janeiro

14th Annual IBRI Conference So Paulo

IR and Corporate Governance Event Mexico and Colombia


$10 $11 $13 $19 $24America Movil FEMSA Itau Unibanco Vale Petrobas

28.8

7.2

.9 1.4

38.3

Brazil

Brazil

Mexico

Mexico

Argentina

Argentina

Other

Other

$592.4$129.3

$21.1$37.8

$404.2

6%69% 17% 8%

Source: Bloomberg, includes sponsored and unsponsored DR programs




Latin america (continued)




BNY Mellons Depositary Receipts specialists lead and power the solutions necessary for global borderless investing. Our partnership, scope and dedication connect global issuers to capital market opportunities that enhance valuation and liquidity. Theres a good reason why most of the worlds global issuers trust us to provide their depositary receipt services we are unmatched in connecting issuers, brokers and investors to the worlds capital markets. Our efforts are backed by the power of BNY Mellon, whose global footprint and deep expertise deliver insight-driven solutions for every phase of investing.

60% of depositary receipt issuers choose bny mellon

WHYBNY MELLON




depositary receipt market Leadership

top 10 most actiVeLy traded proGrams (biLLions)

company Value traded depositary

Baidu $119.38 BNY Mellon

Vale $106.54 JPMorgan Chase

Petrobras $105.03 BNY Mellon

Vodafone $86.31 BNY Mellon

BP $62.90 JPMorgan Chase

Gazprom $59.31 BNY Mellon

Royal Dutch Shell $58.41 BNY Mellon

Sberbank $52.66 BNY Mellon

Nokia $48.73 Citibank

Taiwan Semiconductor Manufacturing $46.99 JPMorgan Chase

We are the worlds largest provider of depositary receipt programs and hold dominant market share across various categories. Our Depositary Receipts team focuses on making cross-border investing more convenient. We deliver a comprehensive suite of depositary receipt services to help extend borderless trading and investment. We do it as a dedicated partner committed to your success.

Source: Bloomberg


new programs

45% 27% 15%

all programs

12%60% 13% 15%

13%






12-year sUccessorship history

Source: BNY Mellon and other depositary websites Numbers outside spheres = Switches to BNY MellonNumbers inside spheres = Total Switches

+22

112BNY Mellon

deutsche bank

63

+43

Jpmorgan chase59

+47

citibank

43

depositary receipt market Leadership (continued)




Corporate Access: Expanding Cencosuds Exposure to InvestorsIn early 2013, Cencosud, a Chilean retailer with DRs listed on the NYSE, needed to notify current and prospective North American investors about an important company transaction. BNY Mellon corporate access services worked with the company to explore the North American investor landscape, targeting existing and potential investors. After the announcement, the company executed three simultaneous non-deal roadshows in different regions of North America. Beyond supporting the announcement with shareholders, we worked with Cencosud to expand their exposure to potential investors, including those within institutions currently holding Cencosud. We contacted investors and potential investors to gauge their level of interest in and current knowledge of Cencosud, soliciting topics of discussion for roadshow meetings. This allowed Cencosuds IR firm to tailor the companys presentation to market perceptions and inquiries. It also allowed us to suggest targeted regions for the roadshows where senior managements time would yield the greatest results. In June, the BNY Mellon Global Investor Relations Advisory team accompanied Cencosud senior management to meetings in Boston, New York, Toronto, Chicago, Denver, San Francisco, Los Angeles, and San Diego. The majority of the 44 roadshow meetings were with contacts new to Cencosud, particularly investors focused on emerging and global markets. After the roadshows, we collected institutional feedback that helped Cencosud understand how their message had been perceived. This clarity enabled Cencosud to better understand current investors requirements for continued investment and potential investors requirements for their decision to buy.

Romgaz: Romanias Largest Ever IPO Raises $534 Million Via a Local and International OfferingIn October, BNY Mellon was chosen to assist in the privatization of Romgaz, the state-owned natural gas company and largest natural gas producer and supplier in the country. This was the first Romanian DR created to support a privatization and partly the result of years of BNY Mellons efforts working with the local regulator and market infrastructure to put in place a framework that would support DRs. The company was privatized in November, through simultaneous offerings of ordinary shares on the Bucharest Exchange and of DRs on the London Stock Exchange with a 144A tranche. It was the largest Romanian IPO ever and the first Romanian privatization to include DRs, raising a total of $534 million.

OUR IMPACTMazor Robotics: DR Strategy Takes Growing Company to Global ScaleMazor Robotics, an Israeli developer of innovative surgical guidance systems for spinal surgery, was looking to expand its shareholder base and list on a new venue in order to develop and market themselves more globally. Mazor analyzed the potential of the U.S. market, and decided to list its DRs in the U.S. Appointing BNY Mellon as its depositary, in May 2013, Mazor listed by introduction as a Level II DR program on NASDAQ (no DRs outstanding at inception). Within six months, Mazor had $160 million in DRs outstandingequivalent to almost 60% of the companys outstanding shares. Factors that contributed to this success include the companys appealing investment story, Mazors execution of its investor relations strategy, and its use of DRs as an investment option for U.S. investors. Mazor subsequently conducted a successful U.S. public offering of DRs in November, raising $46.9 million. With our strategic input and industry expertise, we helped Mazor Robotics to execute its strategy to access the U.S. capital markets, enabling Mazors continued growth and innovation.




BNY Mellons Ninth Annual Investor Relations Survey Hightlights RiskThis years survey, Global Trends in Investor Relations 2013, showed that companies believe that systemic market risk is the issue with the largest impact on overall global market confidence, up from second place in 2012. Notably, the issue of Eurozone stability, considered to have the most impact in 2012, diminished in significance to fourth place in 2013. There has also been an increase in IR focus on current investors and investor diversification: of the top IR goals respondents named for 2014, the first was to maintain relationships with existing investors. This was followed closely by diversification of shareholder base, both internationally and in general. Another finding was the prominence of corporate governance in IR communications. Almost three-quarters of companies reported that they have communicated with investors on corporate governance matters in the last 12 months. The survey was conducted during September and October of 2013, and nearly 700 responses were received from companies representing 63 countries. Our Global Investor Relations Advisory team partners with our clients to help them realize the full potential of the global equity markets through greater market visibility. Our extensive IR survey, now in its ninth year, is an important tool in our efforts to bring intelligence and transparency of IR best practices to our clients.

Client Advocacy: BNY Mellon Takes the Lead to Help Establish an Industry Solution to Russian Regulation 415-ZIn December 2011, the Russian Federation adopted Federal Law No. 415-FZ (415-FZ) requiring holders of Russian securities to disclose the details of their beneficial owners in order for their vote to be accepted at shareholder meetings. The implementation of the disclosure component of the law was delayed until November 2013. The passage of this law created additional responsibilities for the institutions involved in the shareholder meeting voting chain: the depositaries, banks, brokers, central securities depositories, proxy advisory firms, custodians, and third-party proxy agents. As the depositary bank with the leading market share in Russia (over 70% of the sponsored programs as of December 2013), BNY Mellon convened an industry group with the above entities to assess the new regulations and evaluate the infrastructure and timing challenges that the new law would create. We acted as a leader in the development of an efficient process that enables banks and brokers to fulfill the disclosure requirements of 415-Z and preserves the rights of DR holders to be represented at Russian shareholder meetings.

Search for Growth: Three Roads to ProsperityInstitutional investors have had a bumpy ride for the last five years as policymakers scramble to turn sinking economies around and promote growth. Governments in the U.S., Europe and Japan have responded in different ways to the 2008 financial crisis. All three reacted with a variety of monetary stimulus efforts immediately following the crisis, but they eventually diverged with different combinations of stimulus and austerity initiatives. In this mini-briefing paper, The Economist Intelligence Unit (EIU) compares the fiscal and monetary actions they have taken and the results experienced thus far in these important economies. We asked institutional investors and economists about their views on these policy paths to draw out lessons learned and to provide insight into what it means for global financial markets and investment opportunities in the year ahead.

By October 2013, Europe was showing tentative signs of recovery; investors were taking a closer look at Japan after a summer stock market sell-off, while the U.S. housing, manufacturing, and energy sectors continued to underpin the nations economic resurgence. I believe that the U.S. economy, its financial system and banking industry averted a melt-down three to four years ago only by creating an unprecedented amount of liquidity, said Peter Scholla, founder, Global Investment Adviser, a U.S. investment firm. Today we know that Americas strategy has worked. Japan is now following Americas lead but the Europeans are far more cautious. Eventually, the European Central Bank will have to expand its balance sheet as well, he said.

Source: http://www.bnymellon.com/foresight/markets-economy/ paths-prosperity.html

OUR INSIGHT




outlook 2014 by Richard Hoey, BNY Mellon Chief Economist

We continue to expect an acceleration in global economic growth in 2014. Global GDP growth should accelerate by one-half of one percent to three-quarters of one percent from the prior pace near 3% in both 2012 and 2013. The acceleration in global growth should be led by the developed world, in continued recovery from past economic weakness. We believe that the four main causes of faster growth should be: (1) past and ongoing monetary ease, (2) reduced fiscal drag, (3) moderation in the post-crisis deleveraging of the private sector and (4) moderate energy prices, given the expansion of new sources of energy supply, especially in the U.S. A key theme for 2014 is that aggressively easy monetary policy in most developed countries should support an acceleration of global economic growth.

We believe that the U.S. has passed the midpoint of what should prove to be a seven year economic expansion. Because the initial years of expansion were so slow,

inflationary pressures have not built up and U.S. monetary policy can remain stimulative for an extended period of time. After more than four years of subpar economic growth near 2%, we expect a three for three pattern of roughly 3% real GDP growth in the U.S. for the next three years. Stagnation in the U.k. has given way to a sustainable expansion and the outlook is favorable. In Europe, the euro should remain intact, the double-dip recession has ended and a sustained but muted expansion has begun.

The outlook in 2014 for emerging countries is more challenged and differentiated, both by initial conditions (current account, interest rates, credit growth) and by questions about the credibility of some countries economic policies over the medium term. Countries with large current account deficits remain sensitive to swings in financial market sentiment.

We believe that the implication of Yellenomics is that monetary policy will be very supportive of economic expansion for the next several years. With inflation below the Feds target and the labor market far from full employment, both parts of the Feds dual mandate support stimulative monetary policy. We categorize monetary policy into five stages: (1) aggressively stimulative, (2) stimulative, (3) neutral, (4) restrictive and (5) aggressively restrictive. Since we believe that the U.S. economy is not currently very inflation-prone, we would expect a monetary policy supportive of economic expansion in 2014, 2015 and 2016, with truly restrictive policy postponed until 2017 or 2018, after the Presidential election of 2016.

Source: http://www.bnymellon.com/foresight/markets-economy/outlook-2014-video-richard-hoey.html

BNY Mellon Investment Management is one of the worlds leading investment management organizations and one of the top U.S. wealth managers, encompassing BNY Mellons affiliated investment management firms, wealth management organization and global distribution companies. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation and may also be used as a generic term to reference the Corporation as a whole or its various subsidiaries generally. The statements and opinions expressed in this document are those of the author as of the date of the article, are subject to change as economic and market conditions dictate, and do not necessarily represent the views of BNY Mellon, BNY Mellon Asset Management International or any of their respective affiliates. This article is of a general nature, does not constitute legal, accounting, tax or investment advice, is not predictive of future performance, and should not be construed as an offer to sell or a solicitation to buy any security or make an offer where otherwise unlawful. The information has been provided without taking into account the investment objective, financial situation or needs of any particular person. BNY Mellon Asset Management International Limited and its affiliates are not responsible for any subsequent investment advice given based on the information supplied. Past performance is not a guide to future performance. The value of investments and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. While the information in this document is not intended to be investment advice, it may be deemed a financial promotion in non-U.S. jurisdictions. Accordingly, where this document is used or distributed in any non-U.S. jurisdiction, the information provided is for use by professional investors only and not for onward distribution to, or to be relied upon by, retail investors. Products or services described in this document are provided by BNY Mellon, its subsidiaries, affiliates or related companies and may be provided in various countries by one or more of these companies where authorized and regulated as required within each jurisdiction. This document may not be distributed or used for the purpose of offers or solicitations in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful or not authorized, or where there would be, by virtue of such distribution, new or additional registration requirements. Persons into whose possession this document comes are required to inform themselves about and to observe any restrictions that apply to the distribution of this document in their jurisdiction. The investment products or services mentioned here are not insured by the FDIC (or any other state or federal agency), are not deposits of or guaranteed by any bank, and may lose value. This document should not be published in hard copy, electronic form, via the web or in any other medium accessible to the public, unless authorized by BNY Mellon Asset Management International Limited.

In Australia, this document is issued by BNY Mellon Asset Management Australia Limited (ABN 56 102 482 815, AFS License No. 227865) located at Level 6, 7 Macquarie Place, Sydney, NSW 2000. Authorized and regulated by the Australian Securities & Investments Commission. In Brazil, this document is issued by BNY Mellon Servios Financeiros DTvM S.A., Av. Presidente Wilson, 231, 11th floor, Rio de Janeiro, RJ, Brazil, CEP 20030-905. BNY Mellon Servios Financeiros DTvM S.A. is a Financial Institution, duly authorized by the Brazilian Central Bank to provide securities distribution and by the Brazilian Securities and Exchange Commission (CvM) to provide securities portfolio managing services under Declaratory Act No. 4.620, issued on December 19, 1997. In Canada, interests in any investment vehicles may be offered and sold through BNY Mellon Asset Management Canada, Ltd., a Portfolio Manager, Exempt Market Dealer and Investment Fund Manager. In Dubai, United Arab Emirates, this document is issued by the Dubai branch of The Bank of New York Mellon, which is regulated by the Dubai Financial Services Authority. In Germany, this document is issued by Meriten Investment Management GmbH (formerly named WestLB Mellon Asset Management kapitalanlagegesellschaft mbH), which is regulated by the Bundesanstalt fr Finanzdienstleistungsaufsicht. If this document is used or distributed in Hong kong, it is issued by BNY Mellon Investment Management Hong kong Limited, whose business address is Suites 1201-5, Level 12 Three Pacific Place, 1 Queens Road East, Hong kong. BNY Mellon Investment Management Hong kong Limited is regulated by the Hong kong Securities and Futures Commission for Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities, and its registered office is at 6th floor, Alexandra House, 18 Chater Road, Central, Hong kong. In Japan, this document is issued by BNY Mellon Asset Management Japan Limited, Marunouchi Trust Tower Main Building, 1-8-3 Marunouchi Chiyoda-ku, Tokyo 100-0005. BNY Mellon Asset Management Japan Limited is a Financial Instruments Business Operator with license no 406 (kinsho) at the Commissioner of kanto Local Finance Bureau and is a Member of the Investment Trusts Association, Japan and Japan Securities Investment Advisers Association. In korea, this document is issued by BNY Mellon AM korea Limited for presentation to professional investors. BNY Mellon AM korea Limited, 21/F Seoul Finance Center, 84 Taepyungro 1-ga, Jung-gu, Seoul, korea. Regulated by the Financial Supervisory Service. In Singapore, this document is issued by The Bank of New York Mellon, Singapore Branch for presentation to professional investors. The Bank of New York Mellon, Singapore Branch, One Temasek Avenue, #02-01 Millenia Tower, Singapore 039192. Regulated by the Monetary Authority of Singapore. This document is issued in the U.k. and in mainland Europe (excluding Germany), by BNY Mellon Asset Management International Limited. BNY Mellon Asset Management International Limited, 160 Queen victoria Street, London EC4v 4LA. Registered in England No. 1118580. Authorized and regulated by the Financial Services Authority. This document is issued in the United States by BNY Mellon Asset Management. BNY Mellon Asset Management International Limited and any other BNY Mellon entity mentioned above are all ultimately owned by BNY Mellon.




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Please visit our website at adrbnymellon.com for local contact details.

NEW YORKChristopher kearnsCEO Depositary ReceiptsPhone: +1 212 298 [email protected]

Nuno Da SilvaLatin AmericaPhone: +1 212 815 [email protected]

Marianne ErlandsenWestern EuropePhone: +1 212 815 [email protected]

Anthony Moro Emerging Europe & AfricaPhone: +1 212 815 [email protected] Mahmoud SalemMiddle East Phone: +1 212 815 [email protected]

Thomas DivivoAsia PacificPhone: +1 212 815 [email protected]

David StueberNorth AmericaPhone: +1 212 815 2981 [email protected]

veronica WestbergDR Market SolutionsPhone: +1 212 815 [email protected]

Joanne Di GiovanniTransaction Structuring and ExecutionPhone: +1 212 815 [email protected]

LATIN AMERICAMexico City Paulina Trueba Phone: +52 55 3544 0237 [email protected]

Buenos AiresMaria de la Cruz SolaresPhone: +54 11 4331 [email protected] So PauloClaudia BiolchiniPhone: +55 11 3050 [email protected]

EUROPELondonJames T. GreenTransaction Structuring and ExecutionPhone: +44 20 7163 [email protected]

Peter GotkeU.k., Ireland & Middle EastPhone: +44 207 163 [email protected] Graham MarshallRussia & CISPhone: +44 207 163 [email protected]

Elsa Drebitko Continental EuropePhone: +44 207 163 [email protected] Mary GormleySub-Saharan Africa Phone: +44 207 163 [email protected]

contacts and regional dr offices




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MIDDLE EAST & AFRICAAbu DhabiRajai AyyashPhone: +971 2 626 [email protected]

BeirutBana Akkad AzhariPhone: +9611 988 [email protected]

CairoHana MoharamPhone: +1 2023 53 1 [email protected]

DubaiTarek El-RefaiPhone: +971 4 425 [email protected]

IstanbulCihat TakunyaciPhone: +90 212 381 [email protected]

JohannesburgLauren De klerk Phone: +27 112 [email protected]

Paris Benjamin BrisedouPhone: +33 1 70 71 [email protected] FrankfurtThomas BrandPhone: +49 69 120 141 [email protected]

MadridCesar valcarcelPhone: +34 91 177 [email protected]

MilanAdriana PierelliPhone: +39 02 8790 [email protected] MoscowIrina BaichorovaPhone: +7 495 967 [email protected]

ASIA PACIFICHong kongNeil AtkinsonPhone: +852 2840 [email protected]

kammy YuenPhone: +852 2840 [email protected]

TaipeiFrances NiPhone: +886 2 2711 [email protected]

BeijingAlan YangPhone: +86 10 8800 [email protected]

Shanghaikathy LuPhone: +86 21 3866 [email protected]

SeoulSukkyu (Sean) LimPhone: +82 2 399 [email protected]

Tokyokainoshin HaraPhone: +81 36 756 [email protected]

MelbourneTony SprengerPhone: +61 3 9640 [email protected]

MumbaiAparna SalunkePhone: +91 22 3028 [email protected]

JakartaMirasari DjunaidiPhone: +62 21 2550 [email protected]

SingaporeGregory RoathPhone: +65 6654 [email protected]

BangkokArtit SrinkapaibulayaPhone: +662 250 [email protected]

contacts and regional dr offices (continued)


bnymellon.com

BNY Mellon is a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment management and investment services in 35 countries and more than 100 markets. As of December 31, 2013, BNY Mellon had $27.6 trillion in assets under custody and/or administration, and $1.6 trillion in assets under management. BNY Mellon can act as a single point of contact for clients looking to create, trade, hold, manage, service, distribute or restructure investments. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation (NYSE: Bk). Additional information is available on www.bnymellon.com, or follow us on Twitter @BNYMellon.

This document, which may be considered advertising, is for general information and reference purposes only and is not intended to provide legal, tax, accounting, investment, financial or other professional advice on any matter, and is not to be used as such. BNY Mellon does not warrant or guarantee the accuracy or completeness of, nor undertake to update or amend the information or data contained herein. We expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon any of this information or data. We provide no advice nor recommendation or endorsement with respect to any company or securities. Nothing herein shall be deemed to constitute an offer to sell or a solicitation of an offer to buy securities.

This document is not intended for distribution to, or use by, any person or entity in any jurisdiction in which such distribution or use would be contrary to local law or regulation. Similarly, this brochure may not be distributed or used for the purpose of offers or solicitations in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful or not authorized, or where there would be, by virtue of such distribution, new or additional registration requirements. Persons into whose possession this document comes are required to inform themselves about and to observe any restrictions that apply to the distribution of this document in their jurisdiction. The information contained in this document is for use by wholesale clients only and is not to be relied upon by retail clients. If distributed in the U.k. or EMEA, this document may be a financial promotion and is for distribution only to persons to whom it may be communicated without breach of applicable law.

Depositary Receipts: NOT FDIC, STATE OR FEDERAL AGENCY INSURED MAY LOSE vALUE NO BANk, STATE OR FEDERAL AGENCY GUARANTEE

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2014 The Bank of New York Mellon Corporation. All rights reserved

01/2014

Documents

The Depositary Receipts Yearbook 2013