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An American Depositary Receipt (ADR) is a dollar-denominated negotiable certificate that represents ownership of shares in a non-US company.
Each ADR is issued by a U.S. depositary bank (which is a bank in the US which oversees all the stock transfer and agency services in connection with a depository receipt program) and represents one or more shares of a foreign stock or a fraction of a share. If investors own an ADR they have the right to obtain the foreign stock it represents, but U.S. investors usually find it more convenient to own the ADR. The price of an ADR is often close to the price of the foreign stock in its home market, adjusted for the ratio of ADRs to foreign company shares.
Depositary banks have numerous responsibilities to the holders of ADRs and to the non-U.S. company the ADRs represent. The largest depositary bank is The Bank of New York (BONY). BONY undertakes a number of responsibilities including arranging for the custodian to accept deposits of ordinary shares, issues negotiable receipts for the shares, maintains the register of holders to reflect all transfers and exchanges, distributes dividends in US dollars, handles shareholder inquiries and correspondence and distributes annual, interim and other shareholders reports and proxy material.
Individual shares of a foreign corporation represented by an ADR are called American Depository Shares (ADS). This is the instrument that is actually traded. Although the terms ADR and ADS are used interchangeably, the difference is that an ADR is the certificate while the ADSs are the shares.
An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange. An ADS is the share issued under the ADR agreement which is actually traded.
One (1) Harmony ADR represents One (1) Harmony Ordinary share.
Harmony’s ADRs in the US are traded on the NYSE under the ticker symbol HMY. The CUSIP Number is 413216300. To learn more about Harmony’s ADRs, please visit adrbnymellon.com.
The Bank of New York Mellon is the depositary bank for Harmony, also acting as a transfer agent, registrar and a dividend paying agent. It manages all aspects of the proxy voting process.
Please contact BNY Mellon Shareowner Services as soon as possible.
Toll Free Telephone for U.S. Callers: 1-888-BNY-ADRS (1-888-269-2377)
Telephone for International Callers: 001-201-680-6825
Yes, please send your certificates to BNY Mellon Shareowner Serv ices, P. O. Box 358016 Pittsburgh, PA 15252-8016 with a specific request to combine the multiple certificates into one certificate. Please be advised that holdings over 250 shares may require additional paperwork.
Simply go to BNY Mellon's on-line tool, Investor Service Direct (ISD) and change your address online: www.bnymellon.com/shareowner/isd/.
Alternatively, feel free to contact BNY Mellon Shareowner Services via the following methods:
Write to us:
BNY Mellon Shareowner Services
P. O. Box 358016
Pittsburgh, PA 15252-8016
By Phone:
Toll Free in the U.S: 1-888-BNY-ADRS (1-888-269-2377)
International Callers: 0011-201-680-6825
Website: www.bnymellon.com/shareowner
E-Mail: shrrelations@bnymellon.com
ADRs can be purchased through Global BuyDIRECT, a Bank of New York Mellon-sponsored dividend reinvestment and direct purchase program for ADRs. Each participating company's plan allows its existing shareholders to use dividends paid by the company to automatically purchase ADRs. The plans also allow first-time and existing investors to purchase ADRs of participating companies. All such investments are made through The Bank of New York Mellon as transfer agent. As a participant in Global BuyDIRECT, investors benefit from the direct ownership of their ADRs, the efficiency of receiving corporate communications directly from the ADR issuer, and the savings resulting from reduced brokerage and transaction costs.
Questions or correspondence about Global BuyDIRECT should be addressed to:
BNYMellon Shareowner Services
P. O. Box 358016
Pittsburgh, PA 15252-8016
To request plan brochures and enrollment forms for companies offering Global BuyDIRECT, please call:
1-800-345-1612
Toll Free Telephone for U.S. Global BuyDIRECT Participants: 1-888-BNY-ADRS (1-888-269-2377)
Telephone for International Callers: 1-201-680-6825
Website: www.bnymellon.com/shareowner
E-Mail: shrrelations@bnymellon.com
ADRs can also be purchased through your Broker. Investors can always purchase Depositary Receipts through their own full-service, discount, and on-line brokerage firms throughout the United States.
Converting ordinary shares into ADRs must be done through a broker or an investment advisor.
Book-entry registration is an electronic alternative to a physical certificate. It allows you to move your shares electronically via the DRS/Profile to a broker. This eliminates the physical movement of stock certificates at the time of sale or transfer of ownership. You as a shareowner will have the ability to self-service your account online via Investor ServiceDirect® and the Bank of New York Mellon’s speech-enabled Voice Response Unit. This method is beneficial due to immediate simplification of transaction processing and you as a shareholder will minimize associated expenses as well as be provided with more robust management reporting.
A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of the record.
A beneficial holder is one whose holdings are registered in a name other than his or her own, such as the name of a broker, bank or nominee.
At the Annual General Meeting shareholders gather to make some basic decisions about the management of the Company for the upcoming fiscal year.
Routine matters, such as the election of directors and auditors, are voted upon at every Annual General Meeting. Non-routine matters that require a shareholder vote can also be decided at an Annual General Meeting. At the meeting itself, the management will report the results of the prior year, discuss any pending matters, and then conduct a shareholder vote on any matter that requires approval.
The meeting itself is for local shares and it is not an entitlement. However, once voting rights have been extended to ADRs - all holders of ADRs are entitled to vote through Harmony’s Depositary Bank. The Bank of New York Mellon will vote the ordinary shares in custody as per the instructions of the underlying holders of the ADRs at the shareholder meeting.
For Registered Holders (who do not use a broker-dealer as an intermediary and have a direct relationship with the Depositary), the requirement is a written instruction from the holder. In practice, the Depositary sends out direct mail and enables a web-page for those who wish to vote via the internet.
For Beneficial Holders (who have purchased their shares via a bank or broker), the process is similar, although the actual entity entitled to vote is the bank or broker.
Harmony’s Annual General Meeting for FY2009 will be held on 23 November 2009.
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