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Year in Review 2012 Depositary Receipts CORPORATE & INVESTMENT BANK

Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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Page 1: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

1

Year in Review 2012Depositary Receipts

CORPORATE & INVESTMENT BANK

Page 2: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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A word from Jamie Dimon

J.P. Morgan provides thoughtful insights and capital markets solutions to assist our clients in reaching their strategic goals. Since pioneering the depositary receipt in 1927, we have helped clients access capital across borders and diversify their shareholder bases through our industry-leading DR offering.

Across our firm, we are guided by core values that provide a foundation for how we do business every day. By being a trusted provider of financial services we create lifelong, active relationships with our clients. J.P. Morgan possesses many strengths, making us a leader in the global capital markets and allowing us to continue helping clients seize opportunities that develop in 2013 and beyond.

Sincerely,

Jamie Dimon

Jamie DimonChairman and Chief Executive OfficerJPMorgan Chase & Co.

Page 3: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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Welcome 04

DR Trading and Liquidity Trends 06

DR Capital Raising Trends 07

Investments in DRs 08

APAC 10

EMEA 12

LATAM 14

Why J.P. Morgan 16

10Regional Highlights

16

06DR Trading and

Liquidity Trends

Contents

Why J.P. Morgan

Page 4: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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Dennis BonHead of Depositary Receipts Group

Fittingly, this letter marks the first occasion that I have the pleasure of welcoming you to J.P. Morgan’s Depositary Receipts Year in Review, as I have led J.P. Morgan’s DR Group for just over a year now. 2012 was a challenging year in the world’s financial markets. However, there were also several bright spots that bode well for the global economy and, by extension, Depositary Receipts. Furthermore, DRs have continued to play a vibrant role in the world’s equity markets and thus remain a logical component of an issuer’s long-term equity strategy.

As a global leader in the equity markets, a key way we advise and support our clients is by helping them make sense of emerging trends and understand how major developments in the markets impact their equity strategies vis-à-vis DRs. Within these pages we highlight and explain key trends in the global DR market and in the capital markets as a whole.

DR trading volume and value trending to pre-crisis levels

DR trading volume and value decreased 14% and 29% from 2011 levels, respectively, and seem to be normalizing to their pre-crisis trajectories. This points to the enduring attractiveness of the instrument throughout various economic and market cycles.

Conditions in the DR market largely reflected investor concerns about a range of issues, led by Spain’s unresolved debt problems and the slowdown in China’s economy. The lingering specter of Greece’s exit from the euro, the economic impact of austerity measures, as well as uncertainty about how France’s financial transaction tax (FTT) will be applied also led to diminished trading liquidity in Europe’s developed markets, home to some of the world’s largest DR programs. However, halfway through the year, European nations committed to move toward a greater degree of fiscal

and banking integration, and some of the required institutional structure has been put in place. Additionally, recent production data from China and Asia indicate that the recovery in emerging-market Asia is gaining traction.

Global capital raising down, but investor surveys signal continued demand

The aforementioned challenges to the world’s economic recovery also resulted in limited capital raising. As the overall IPO market remained sluggish around the world, there were proportionally fewer DR capital raisings in 2012 than in 2011.

However, companies are becoming increasingly aware that investor demand exists for healthy companies with high-quality management teams, proven track records, and sound corporate governance practices, according to investor surveys that we conducted in 2012. Pent up

demand and a substantial backlog of IPOs from China and Russia, where companies have been awaiting improved macro conditions, implies that DR-based capital raising could soar if corporate and investor views on valuation intersect.

China’s IPO market remained demanding in 2012, due mostly to a combination of declining manufacturing indicators throughout the year and investors remaining wary of new issuers. According to our investor survey, the latter is mostly due to past IPOs that eventually disappointed and remaining concerns about the accounting and governance practices of Chinese companies. However, investors also told us that China remains attractive in the long-term, citing the sustained growth of China’s middle class, rising levels of disposable income, and the growth prospects of certain sectors within its enormous economy, such as consumer goods and technology. This and early signs

WELCOME

Page 5: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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of improvements in China’s economy offer encouragement that strong DR-based capital raising by Chinese companies could return in 2013.

Investors have told us they are optimistic about Russia too. They are attracted to the country’s economic growth, abundance of natural resources, low levels of debt, and healthy employment levels. Also promising for DRs was an announcement in late 2012 by the Russian government that it plans to raise as much as $9 billion next year through IPOs and follow-on offerings.

While Brazilian issuers held back from IPOs, Mexico took center stage in Latin America. Banco Santander Mexico completed the largest IPO ever by a Mexican company, with J.P. Morgan as the depositary bank. Nevertheless, Brazil continued to see strong DR trading in 2012 and its economy is expected to undergo an infrastructure boost as it prepares to host the 2014 FIFA World Cup as well as the 2016 Olympics.

Longer-term we expect the DR market will benefit from additional growth in cross-border activity, as investors seek to tap the promising economies of frontier markets, such as Mongolia and Vietnam. Like many of their emerging market counterparts a decade or so ago, frontier markets are beginning to see rising levels of disposable income, increased infrastructure spending, and significant investments in the development of natural resources.

Widespread regulatory changes

There were a number of significant regulatory and tax changes around the world in 2012. In the U.S., the Securities and Exchange Commission (SEC) added new disclosure requirements for foreign private issuers. Also, the U.S. JOBS Act was signed into law in April, intending to improve access to the U.S. capital markets by exempting qualified issuers that undertake IPOs from certain securities law requirements. During the year there were also proposals for the creation of a EU-level financial transaction tax between a subset of Member States. France implemented its own version of this tax in December, which will apply to the purchase of DRs, among other securities. There were also a number of developments in emerging markets, as Brazil maintained its IOF tax on FX transactions tied to the issuance of DRs, Russia introduced Central Securities Depository rules, and China reportedly evaluated the Variable Interest Entity structure.

Issuers continue to turn to us as the premier provider of DR services

Despite the challenges the DR market faced in 2012, there were $12.6 billion in total DR capital raisings during the year, as well as historic mergers by DR issuers in Latin America and Japan. Additionally, more than 80 new sponsored DR programs were created in 2012, while the global balance of DRs is estimated to have grown 8% to 49.8 billion DRs.

J.P. Morgan also remained very active in 2012, with a number of notable transactions and client wins pointing to our continued success as the DR provider of choice. In addition to serving as depositary for Banco Santander Mexico’s historic IPO, J.P. Morgan helped bring MD Medical to market via the first DR-based IPO in Russia this year. Additionally, we advised clients LAN Airlines of Chile and TAM Airlines of Brazil on their use of DRs to execute a complex transaction to merge and form LATAM Airlines, now the largest airline holding company in Latin America and one of the year’s most exciting mergers. Lastly, Nippon Steel and Sumitomo Metal Corporation merged to produce the world’s second largest steel manufacturer, which maintains an DR program through our bank.

During the year, we also became the successor depositary to DR programs with a combined market value of over $30 billion, including Alcatel-Lucent, SABMiller, Teva Pharmaceuticals and France Telecom. For 2013, we see a healthy pipeline of IPOs developing and anticipate more successorships as well.

As the premier provider of customized DR solutions to the world’s leading issuers, we look forward to a strong 2013 for the DR market and to continuing to benefit clients with our unparalleled market expertise and integrated firm wide approach.

Kind regards,

Dennis Bon

Page 6: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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Alongside the broader marketplace, DR global trading volume and value declined, but remained at robust levels in 2012 despite uncertainty over the Eurozone crisis and the slowdown in China. This is a good long-term sign for our industry, as these figures suggest sustained high levels of liquidity supported by stronger, more stable underlying markets.

DR TRADING AND LIQUIDITY TRENDS

J.P. Morgan remains industry leader in average program performance

DR trading volumes and values returning to pre-crisis trajectory

Top 5 programs drove 25% and 21% of trading volume and value, respectively

180

140

120

100

80

60

40

20

0

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

201

1

2012

$4,500

$3,500

$3,000

$2,500

$2,000

$1,500

$1,000

$500

$0

$4,000

30 35

20 22 28 2940

47

93

142 135

150

170

57

146

DR Trading Volume (billions of DRs) DR Trading Value ($ billions)

2010

160

250

150

100

50

0

200$2,416

$948

$1,476

$584

121

47

121

26

JPM CITI DBBNY

DR Trading Volume (millions of DRs) DR Trading Value ($ millions)

$3,000

$2,500

$2,000

$1,000

$500

$0

$1,500

DR Trading Volume (billions of DRs) DR Trading Value ($ billions)

100% = 146

3826%

100% = $2,656

$66225%

$1,40453%

$58922%

8256%

2718%

EMEA LATAM APAC

EMEA accounted for the majority of trading activity, driven mainly by Western Europe and Russia

$175

$100

$75

$50

$0

$125

DR Trading Volume (billions of DRs) DR Trading Value ($ billions)

11.3

8.1

6.6

5.6

4.6

$156.2

$131.6$124.3

$84.5

$68.0

Noki

a

OAO

Gazp

rom

Vale

Petr

obra

s

Alca

tel-L

ucen

t

Baid

u

Petr

obra

s

Vale BP

OAO

Gazp

rom

13

10987

543

0

$252

$150

6

1

1112

Source: Bloomberg, January 2013

Page 7: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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Fewer issuers braved the equity capital markets to execute IPOs and follow-on offerings in 2012, as investor cautiousness threatened disappointing valuations and poor aftermarket performance. Still, a select number of high-quality DR issuers raised a combined $12.6 billion in 2012, while many others joined the pipeline of prospects holding out for a hopefully-improved market in 2013.

DR CAPITAL RAISING TRENDS

Source: J.P. Morgan, other depositary banks, Bloomberg, stock exchanges, January 2013

DR IPO activity fared better than the broader marketplace in 2012

DR capital raising in 2012 closely resembled 2004, when the DR market was on the verge of a boom

$70

$60

$50

$40

$30

$20

$10

$0

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2012

30.5

8.3 7.710.1 9.6

21.3

42.6

57.3

14.718.1

21.9

15.312.6

2011

11.2

19.45.72.6

4.92.8

4.1

6.1

3.26.4

12.8

8.5

15.0

27.6

21.5

35.8

10.0

4.7

9.5

8.6

14.0

7.9

8.1

7.1

5.8

6.8

44 13 9 24 39 36 83 108 30 28 81 40 1619 14 12 14 12 26 45 46 26 35 28 16 21

#IPOs:#FOs:

IPO ($ billions) Follow-ons ($ billions)

2010

$400

$350

$300

$250

$200

$150

$100

$50

$0

$10

$6

$4

$3

$0

$8

Non-DR IPOs ($billions) DR IPOs ($billions)

$339.1

$149.1

2010 2012 2010 2012

$7.9

$6.8

(56%)

(14%)

$2

$9

$7

$5

$1

Issuer Name Country Sector DR Type Market Depositary Capital Raised ($ millions) Month

Santander Mexico Mexico Banks ADR NYSE JPM 3,241 Oct

Megafon OAO Russia Telecommunications GDR LSE BNY 1,817 Nov

MD Medical Russia Healthcare GDR LSE JPM 311 Oct

TPK Taiwan Electronics GDR LUX CITI 236 Oct

Cementos Pacasmayo Peru Building Materials ADR NYSE JPM 230 Feb

Chailease Taiwan Finance GDR LUX JPM 206 Oct

WIN Semiconductors Taiwan Semiconductors GDR LUX BNY 158 Oct

Edwards United Kingdom Machinery ADR NASDAQ BNY 100 May

YY China Internet ADR NASDAQ DB 94 Nov

Luxfer United Kingdom Mining ADR NYSE BNY 92 Oct

J.P. Morgan’s DR group was mandated on 4 of the top 10 IPOs in 2012, accounting for approximately 60% of IPO capital raised

Page 8: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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INVESTMENTS IN DRS

Source: Federal Reserve, December 2012

Source: Stock exchanges, Bloomberg, J.P. Morgan balances or J.P. Morgan estimates, January 2013. DR program values calculated by multiplying current DR prices with publicly available or J.P. Morgan estimated outstanding balances

Source: Thomson Reuters publicly disclosed ownership data, January 2013

While trading values and volumes declined, institutional and mutual fund managers continued to utilize DRs to execute their foreign investment strategies. Investment in DRs in 2012 amounted to approximately $1 trillion globally, led by blue-chip investors like Fidelity, Dodge & Cox, Wellington and Oppenheimer.

U.S. investment in foreign equities was up 7% vs. 26% for domestic equities, which benefited from significant price appreciation

$6.0

$5.0

$4.0

$3.0

$2.0

$1.0

$0.0

2004

2005

2006

2007

2008

2009

Q1 2

012

Q2 2

012

25%

15%

10%

5%

0%

20%

14%16%

18%

21%

18% 20% 20%

Q3 2

012

2011

2.6 3.3 4.3 5.2 2.7 4.0 4.6 4.2 4.6 4.2 4.5

18% 18%17%

17%

Value ($ trillions) % Equity Portfolio

2010

Investment in EMEA- and LATAM-based DR programs was strong in 2012, demonstrating continued DR industry health

EMEA, $606, 59% LATAM, $227, 22% APAC, $195, 19%($ billions)

Source: Stock exchanges, Bloomberg, J.P. Morgan balances or J.P. Morgan estimates, January 2013. DR program values calculated by multiplying current DR prices with publicly available or J.P. Morgan estimated outstanding balances

Top 10 IssuersIssuer DR Value ($ billions)

Lukoil 48.3

Royal Dutch Shell 42.4

BP 35.7

Petrobras 30.3

Vale 29.7

Baidu 27.6

OAO Gazprom 26.5

Teva Pharmaceutical 26.0

Vodafone 23.6

America Movil 21.0

Top 10 Sectors Sector DR Value ($ billions)

Oil & Gas 237.4

Telecommunications 111.4

Pharmaceuticals 107.8

Banks 99.2

Mining 80.2

Beverages 52.3

Food 50.2

Internet 44.4

Semiconductors 38.9

Iron/Steel 15.3

Top 10 ADR Institutional Investor StylesInvestment Style DR Value ($ millions)

Core Value 147.9

Core Growth 141.5

GARP 114.7

Deep Value 46.1

Index 33.4

Hedge Fund 29.1

Broker-Dealer 28.4

Growth 24.3

Income Value 14.1

Specialty 6.1

Page 9: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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Source: Thomson Reuters publicly disclosed ownership data, January 3, 2013

Top 10 Institutional Holders of DRs Top 10 Mutual Fund Holders of DRs

Firm Name StyleCurrent $mm

% of Equity Portfolio

2011 $mm

Change $mm

Firm Name StyleCurrent $mm

% of Equity Portfolio

2011 $mm

Change $mm

Fidelity Management & Research Company

GARP 22,057 3.56% 27,345 -5,288Vanguard Emerging Markets Stock Index Fund-USD

Index 8,763 12.29% 7,346 1,417

Aberdeen Asset Managers Core Growth 18,050 24.85% 11,721 6,328 Dodge & Cox Stock Fund Deep Value 6,622 16.62% 6,009 613

Dodge & Cox Deep Value 15,889 14.44% 16,780 -891American Funds EuroPacific Growth Fund

Growth 6,124 7.07% 5,256 868

Capital World Investors Core Value 14,469 3.17% 12,884 1,585Oppenheimer Developing Markets Fund

Emerg. Mkts. 5,583 21.48% 4,676 906

Wellington Management Company Core Value 13,722 4.49% 14,379 -657Dodge & Cox International Stock Fund

Core Value 4,847 13.38% 6,886 -2,039

Capital Research Global Investors Core Value 11,904 3.33% 11,894 10 Scout International Fund Core Value 3,922 50.72% 3,599 323

Vanguard Group Index 11,349 1.18% 9,944 1,405American Funds Washington Mutual Investors Fund

Yield 3,438 6.70% 2,398 1,040

Dimensional Fund Advisors Core Growth 10,583 6.70% 9,013 1,570Lazard Emerging Markets Equity Portfolio

Emerg. Mkts. 2,803 19.15% 2,986 -183

Fisher Investments Core Value 10,451 29.59% 9,641 810 BGF Latin American Fund Emerg. Mkts. 2,775 64.29% 2,912 -137

Lazard Asset Management Core Value 10,248 10.38% 9,219 1,029Aberdeen Global Emerging Markets Equity Fund

Emerg. Mkts. 2,760 20.27% 2,097 662

Top 10 Institutional Buyers in DRs Top 10 Mutual Fund Buyers in DRs

Firm Name StyleCurrent $mm

% of Equity Portfolio

2011 $mm

Change $mm

Firm Name StyleCurrent $mm

% of Equity Portfolio

2011 $mm

Change $mm

Aberdeen Asset Managers Core Growth 18,050 24.85% 11,721 6,328Vanguard Emerging Markets Stock Index Fund-USD

Index 8,763 12.29% 7,346 1,417

Vontobel Asset Management GARP 4,784 29.37% 1,954 2,831 Franklin Income Fund - US Yield 2,260 7.71% 923 1,336

Franklin Advisers Income Value 4,682 6.49% 2,538 2,143Flaherty & Crumrine Claymore Preferred Securities

Income Value 1,275 76.25% 13 1,262

Flaherty & Crumrine Yield 2,448 77.51% 354 2,094 Principal Preferred Securities Fund Income Value 1,313 20.60% 75 1,238

Goldman Sachs International Broker-Dealer 2,972 37.89% 1,071 1,901 Aberdeen Emerging Markets Fund GARP 1,147 21.36% 40 1,107

Capital World Investors Core Value 14,469 3.17% 12,884 1,585American Funds Washington Mutual Investors Fund

Yield 3,438 6.70% 2,398 1,040

Dimensional Fund Advisors Core Growth 10,583 6.70% 9,013 1,570Oppenheimer Developing Markets Fund

Emerg. Mkts. 5,583 21.48% 4,676 906

Arrowstreet Capital Hedge Fund 4,148 28.87% 2,588 1,560American Funds EuroPacific Growth Fund

Growth 6,124 7.07% 5,256 868

OppenheimerFunds GARP 8,000 8.38% 6,478 1,522American Funds American Balanced Fund

Income Value 2,168 5.82% 1,362 806

Thornburg Investment Management Core Value 6,500 12.54% 5,085 1,415Canada Pension Plan Investment Board

Index 2,043 3.64% 1,278 765

Top 10 Institutional Sellers in DRs Top 10 Mutual Fund Sellers in DRs

Firm Name StyleCurrent $mm

% of Equity Portfolio

2011 $mm

Change $mm

Firm Name StyleCurrent $mm

% of Equity Portfolio

2011 $mm

Change $mm

Telenor ASA N.A. 716 12.15% 6,146 -5,429iShares MSCI Emerging Markets Index Fund

Index 1,224 3.21% 3,733 -2,509

Fidelity Management & Research Company

GARP 22,057 3.56% 27,345 -5,288Dodge & Cox International Stock Fund

Core Value 4,847 13.38% 6,886 -2,039

Tradewinds Global Investors Core Value 2,279 23.47% 7,351 -5,072Fidelity Diversified International Fund

Specialty 2,521 12.21% 4,197 -1,676

BlackRock Institutional Trust Company

Index 4,189 0.48% 8,037 -3,848 BlackRock Global Allocation Fund Income Value 1,317 4.13% 2,815 -1,498

Petersen Energía N.A. 1,258 32.76% 4,627 -3,369 DFA Emerging Markets Value Fund Core Value 2,397 15.63% 3,435 -1,038

Weather Investments N.A. 9 2.57% 3,358 -3,349 Emerging Markets Growth Fund Growth 806 7.98% 1,505 -699

Rembrandt Holdings N.A. 0 0.00% 1,492 -1,492 Fidelity Series All-Sector Equity Fund Core Growth 121 0.92% 711 -590

Artio Global Management Core Growth 665 7.75% 1,830 -1,165JPMorgan Funds - Emerging Markets Equity Fund

Emerg. Mkts. 1,043 17.82% 1,587 -544

Schroder Investment Management Core Growth 3,989 4.99% 5,071 -1,082 iShares MSCI Brazil Index Fund Index 87 0.97% 589 -502

BlackRock Investment Management Deep Value 685 1.10% 1,702 -1,017 Amundi Funds Equity Latin America Emerg. Mkts. 320 26.35% 795 -475

Page 10: Year in Review 2012 - J.P. Morgan Home | J.P. Morgan4 Dennis Bon Head of Depositary Receipts Group Fittingly, this letter marks the first occasion that I have the pleasure of welcoming

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APAC

Regional Leadership in 2012

Issuer clients appreciate J.P. Morgan’s track record in navigating, advising on, and executing complex DR transactions. When Nippon Steel and Sumitomo Metal merged to create the world’s second largest steel manufacturer, J.P. Morgan was selected to handle the intricate combination of their DR programs and survive our competitors as depositary for the new company. This involved partnering closely with J.P. Morgan’s Investment Bank, which was an adviser on the broader transaction.

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APAC MarketDRs remained popular as an investment tool in APAC, with investments totaling $195 billion during 2012. Still, challenges persisted for DR market participants.

Market performance in 2012 was influenced by signs of a China slowdown, characterized by lower manufacturing and exports coupled with higher inflation and debt. Citing valuation concerns, a number of issuers announced going-private offers; however, some of these might not be successful given the difficulty of such transactions. Looking to 2013, J.P. Morgan’s Investor Survey for China revealed optimism for a 2013 rebound and the belief that risks have already been priced into Chinese stocks.

Outside of China, the region experienced relatively stable trading volumes and values during the year. Notably, Japan experienced a record wave of M&A activity: approximately $100 billion in deal values, about 84% of which was driven by Japanese companies making acquisitions abroad.

DR Capital RaisingOnly three Chinese issuers executed IPOs in 2012 vs. 11 in 2011, and 15 per year on average over the last decade. The significant backlog of IPOs indicates that demand from DR issuers remains strong for 2013 and beyond. Those issuers that will eventually come to market will likely have stronger financials, corporate disclosure and accounting practices. This will help create a healthier Chinese DR market capable of sustainable, long-term growth.

Taiwan led the region in IPOs, with four successful DR offerings with a combined value of $658 million. About one-third of this value was driven by Chailease, a financial services IPO that J.P. Morgan led.

Looking to the future, we believe that frontier markets in APAC, like Mongolia and Vietnam, will drive a resurgence in IPO activity over the coming years. We expect that long-term prospects for established markets like China, Japan, India and Taiwan will remain strong as well.

Regulatory and TaxAll eyes were on China in 2012, as challenges bred cautiousness among issuers and investors. Investigations by Chinese and U.S. regulators into alleged accounting irregularities at certain Chinese DR issuers helped keep the once-booming IPO market at bay. Discussions between the U.S. and Chinese regulators on audit firms’ ability to disclose information for these investigations (and in general) remain ongoing.

A related complication is a potential restriction on the Variable Interest Entity (VIE) structure, which companies in sectors with foreign holding limitations have used often to facilitate foreign investment. There was debate on whether Chinese regulators would curtail VIEs and alter control of operating entities in China; however, regulators have yet to take concrete steps, potentially due to the strain this might put on China’s economy.

DR Trading Activity

2012 DR Trading Value by Country ($ billions)

Source: Bloomberg, January 2013

EMEA, $1,404, 53% LATAM, $662, 25% APAC, $589, 22%

China, $305, 52% India $68, 11% Australia, $55, 9% Taiwan, $52, 9% Japan, $45, 8% Other, $65, 11%

Most Traded DR Issuers in 2012 by Value

Name Country Sector2012 TVOL (in millions)

2012 TVAL ($ millions)

Baidu China Internet 1,304 156,230

BHP Billiton Australia Mining 700 49,442

Taiwan Semiconductor Manufacturing Taiwan Semiconductors 2,645 39,744

Infosys India Computers 488 22,751

Melco Crown Entertainment Hong Kong Lodging 1,398 18,257

ICICI Bank India Banks 464 16,523

Ctrip.com China Internet 734 14,554

Focus Media China Advertising 542 12,541

China Mobile China Telecommunications 206 11,246

New Oriental China Commercial Services 647 11,004

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EMEA

Regional Leadership in 2012

In 2012 several large, experienced issuers appointed J.P. Morgan as their successor depositary, including Alcatel-Lucent, SABMiller, France Telecom and Teva Pharmaceuticals. These programs will result in the transfer of 1.5 billion DRs by early 2013 in EMEA. Many of our clients have deep, firmwide relationships throughout J.P. Morgan’s Corporate and Investment Bank, doing business together across multiple solution areas and geographies.

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EMEA MarketDRs remained well-utilized by investors in EMEA, with investment value totaling $606 billion in 2012. EMEA remains the world’s largest DR region, accounting for the majority of global industry activity across most measures. The majority of the world’s large, mature DR programs continue to be concentrated in Western Europe and Russia.

In Western Europe, the year began with lower DR trading activity as uncertainty over Greece’s second bailout package sparked broader Eurozone concerns. By June, widespread strain on Spain’s financial system, and persistent downgrading of its sovereign debt, led the country to accept a bailout in November.

Russia – the world’s largest DR market – remains a bright spot for the region. J.P. Morgan’s 2012 Investor Survey revealed a favorable outlook for Russia over the next three years. Respondents cited strong demand for natural resources as a catalyst to spur both consumer and infrastructure spending.

DR Capital RaisingCapital raising activity in EMEA remained relatively quiet in 2012, with only four IPOs (compared with seven in 2011). J.P. Morgan was appointed as depositary for the first Russian DR IPO of 2012, MD Medical, a medical services company specializing in women’s health. Follow-on activity was also light, with offerings concentrated in Russia and Israel.

Looking ahead, we believe that Russia will continue to drive capital raising activity in the region. The country is looking to embark on a massive program of transitioning state-owned entities toward the free-market system once global economic conditions improve. The Russian Ministry of Economic Development has indicated that in 2013 the government would pursue at least eight deals, raising as much as $9 billion through follow-ons and IPOs.

Also, we expect to see deal flow arise from new or nascent DR markets in the Middle East and Sub-Saharan Africa.

Regulatory and TaxIn July 2012, the French Tax Authorities (FTA) introduced a 0.2% levy on purchases of French equities, called a financial transaction tax (FTT). ADRs were deemed “in scope”, and the collection of the tax commenced in December. Since the introduction of the French FTT, at least 12 other European Union countries have announced contemplation of a FTT; Italy and Portugal have issued draft legislation. In speaking with investors, it seems unlikely that FTTs will have a meaningful impact on future demand for DRs.

In December 2011, Russian laws were enacted to establish a Russian Central Securities Depositary (CSD). As a result, depositary banks are now required to establish a DR program “depo account” with a Russian custodian for the shares held under their programs. The Russian custodian in turn will open a nominee depo account with the CSD. DR program “depo accounts” are applicable to all new DR programs starting in 2013, and it is expected that shares under existing programs will be transferred to these new accounts by November 2013.

DR Trading Activity

2012 DR Trading Value by Country ($ billions)

Source: Bloomberg, January 2013

UK, $415, 30% Russia $356, 25% France, $90, 6% Switzerland, $88, 6% Germany, $77, 5% Other, $377, 27%

EMEA, $1,404, 53% LATAM, $662, 25% APAC, $589, 22%

Most Traded DR Issuers in 2012 by Value

Name Country Sector2012 TVOL (in millions)

2012 TVAL ($ millions)

OAO Gazprom Russia Oil & Gas 8,093 84,480

BP UK Oil & Gas 1,593 68,001

Vodafone UK Telecommunications 1,998 54,649

Lukoil Russia Oil & Gas 871 51,914

Royal Dutch Shell UK Oil & Gas 744 51,745

Sberbank of Russia Russia Banks 4,392 51,629

Teva Pharmaceutical Israel Pharmaceuticals 1,035 42,823

Rio Tinto UK Mining 817 41,552

Total France Oil & Gas 823 40,100

Nokia Finland Telecommunications 11,342 37,951

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LATAM

Regional Leadership in 2012

In September, Banco Santander Mexico conducted the year’s largest DR-based IPO. With an offering size of over $4 billion, it also happened to be one of Mexico’s largest-ever capital raising events. This represents the fourth sponsored DR program that J.P. Morgan manages among the Santander Group (we manage their programs in Spain, Brazil and Chile).

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Source: Bloomberg, January 2013

LATAM MarketDR investment across Latin America totaled $227 billion in 2012, driven by Brazil’s tax on issuance, as well as the global economic environment. Brazil and Mexico remain two of the world’s top five DR markets in size (e.g., DR investments in Brazilian issuers exceeded those in Chinese issuers, while investments in Mexican issuers exceeded those in Indian issuers).

The year saw the emergence of Mexico as one of the world’s DR markets to watch. Mexico has seen strong economic growth and good stock market performance in 2012, fueled by booming retail sales and recent oil discoveries. The relatively mild social unrest following the country’s presidential election has also encouraged investors. J.P. Morgan economists forecast the Mexican equity market will outperform the region in 2013, as credit growth fuels consumer demand and the government approves business-friendly labor reforms.

DR Capital RaisingDuring 2012, several unlisted Brazilian companies had contemplated IPOs, but were persuaded otherwise by macroeconomic factors and decided to wait for the global economy to improve. However, in September, 70% of participants in J.P. Morgan’s 2012 Latin America Investor Survey said they would encourage a Latin American company to undertake an IPO in today’s market environment, stating that appropriately-priced companies with a strong management team and track record of execution are most likely to benefit from a public offering. These respondents pointed to the region’s emerging middle class, rising income levels, and low domestic unemployment as the principal reasons for their optimism.

With Brazilian issuers holding back, the year saw only two IPOs with DR programs: Banco Santander Mexico and Peru’s Cementos Pacasmayo, both J.P. Morgan DR clients. Meanwhile, the pipeline of IPO-ready companies throughout the region continues to grow.

Regulatory and TaxThe Brazilian government maintained its tax policies on foreign investment inflows, derivatives and loans. The Imposto Sobre Operações Financeiras (IOF) tax on foreign exchange transactions associated with DR cancellations stood at 0% (having been reduced to that level in December 2011), while the tax on DR issuance remained unchanged at 1.5%.

This year, the Brazilian Central Bank reduced its basic interest rate (SELIC) to a historical low of 7.25%. As a result, the domestic currency has continued to decline relative to the U.S. dollar. The Brazilian real lost value in 2012 before reaching R$ 2 per dollar and has since been stable during most of the second half of 2012, despite global market volatility.

DR Trading Activity

EMEA, $1,404, 53% LATAM, $662, 25% APAC, $589, 22%

Brazil, $495, 75% Mexico, $100, 15% Argentina, $25, 4% Other, $42, 6%

2012 DR Trading Value by Country ($ billions)

Most Traded DR Issuers in 2012 by Value

Name Country Sector2012 TVOL (in millions)

2012 TVAL ($ millions)

Vale Brazil Mining 6,587 131,641

Petrobras Brazil Oil & Gas 5,589 124,334

Itau Unibanco Brazil Banks 3,191 51,861

America Movil Mexico Telecommunications 1,566 38,600

Banco Bradesco Brazil Banks 2,193 35,556

Cemex Mexico Building Materials 3,471 26,351

Cia de Bebidas das Americas Brazil Beverages 606 23,922

Gerdau Brazil Iron & Steel 1,826 16,702

Tenaris Argentina Oil & Gas 375 14,289

Cia Energetica de Minas Gerais Brazil Electric 891 12,561

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WHY J.P. MORGAN

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J.P. Morgan is the premier provider of customized Depositary Receipts solutions to the world’s leading issuers. We leverage our distinct strength as a global Equities leader to help our clients navigate the capital markets and attract high-quality investors. Guided by J.P. Morgan’s core principle of “first class business in a first class way,” DR issuers have relied on us for over 85 years for the trusted advice and long-term partnership that only we can offer.

Provider of Choice

A differentiated approach to Depositary Receipt solutions

Fewer clients, with larger programs, ensures an exceptional client experienceWith the highest trading volume and market value per program in the industry, J.P. Morgan focuses on meeting the sophisticated needs of a select group of the world’s most respected companies. This allows us to deliver a client experience centered on individualized attention and service without the distraction of managing many small DR programs.

An integrated, firm wide approach to your IR and capital markets needs As the world’s leading investment and depositary bank, J.P. Morgan is uniquely positioned to provide clients with a truly integrated equity solution – connecting you with our extensive network of buy- and sell-side market participants, along with giving you access to IR and capital markets professionals who guide you step-by-step in growing your DR program. Our advisory-based approach helps you identify and attract new investors, while deepening relationships with existing ones.

Excellence and innovation is in our DNA With a record of “firsts” in the industry – from launching the first ADRs in Europe, Asia, and Latin America to structuring the first Hong Kong DR in 2010 – J.P. Morgan exemplifies a heritage of innovation, leadership, and commitment to the DR business. Our team’s extensive experience and proven track record in executing complex transactions for issuers in both mature and new DR markets gives us the added edge in the DR marketplace.

A partner and an ally, to both you and your investors Everything we do is with our clients’ best interests in mind. Since many of our clients, and their investors, have broader relationships with J.P. Morgan, we will always act in their long-term best interest and uphold the highest standards of integrity in all of our actions.

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Integrated, firm wide offeringOur Advisory team gives clients an independent and objective view on where opportunities lie in the world’s largest equity markets. Using an in-house targeting model, the team performs thorough and rigorous analyses to identify investors that will likely have a strong appetite for a client’s equity story. The team then leverages J.P. Morgan’s extensive regional and local networks of investor relationships to connect the client with the “right investors” relative to their goals, through non-deal roadshows or other channels.

Unparalleled market insightAs part of the world’s leading Global Equities franchise, our clients benefit from J.P. Morgan’s renowned insights regarding global markets, regulations, economics, and trends. We are proud to infuse this perspective along with the Advisory team’s deep investor relations expertise into a variety of publications that help our clients stay abreast of leading practices and key developments in the capital markets: DR Advisor Alert, DR Advisor Best Practices, DR Advisor Insights, DR Advisor Quarterly, and our regional Investor Perception Surveys.

Consultative approachThe value of our IR advice reaches beyond identifying and reaching the right investors. Our Advisory team also helps clients deliver a compelling equity story to investors. The team provides best-practice advice on the investor presentation, IR website and investor fact sheet, among other investor communication materials. Their advice is grounded in understanding each client’s investment proposition, as well as the general mindset of investors.

J.P. Morgan’s DR Advisory Team

WHY J.P. MORGAN

During 2012, our clients continued benefiting from the expertise, advice and support of our highly-experienced Advisory team, whose senior members are based in New York, London, and Singapore. With the industry’s lowest client-to-advisor ratio, our Advisory team is able to provide individualized attention and endeavors to be a true extension of each client’s IR department. They take the time to fully understand each client’s specific needs and objectives, and then design and execute an action plan to help reach their investor relations goals.

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Investor Surveys: China, Russia, Latin AmericaThe DR team commissioned an extensive series of surveys to help clients understand the dispositions of investors towards companies in emerging markets. The surveys focused on investors’ opinions of companies in China, Russia, and Latin America and provided insights into investor sentiments, which issuers can leverage in formulating an effective investor relations strategy and plan.

Local DRs WhitepaperThe success of ADRs has spawned interest by numerous stock exchanges, particularly in emerging markets, to adopt the DR model to leverage the growing pool of liquidity in these markets and attract foreign issuers to list “locally”. This paper looks at this trend and the growing interest in “local” DRs as issuers diversify capital sourcing to Asia and emerging markets.

J.P. Morgan HDR Online Forum – Asia Rising with the HDRThis interactive webinar provided the latest updates on listing and capital raising options on the Hong Kong Stock Exchange (HKEx) for issuers and market intermediaries across Asia Pacific, Europe, and the Middle East. The webinar also highlighted the benefits and the practicalities of investing via Hong Kong Depositary Receipts.

Misperceptions of ADR Liquidity WhitepaperADRs trade on U.S. stock exchanges or in the over-the-counter market (OTC), however unbeknownst to some investors and brokers, there is an alternative means to invest in non-U.S. companies via ADRs. This paper discusses the process in which depositary banks issue ADRs for buyers and cancel them for sellers, a cross-border process that taps into the often deeper liquidity of non-U.S. companies’ “home” equity markets.

Strategic Thinking for Hong Kong IPOs WhitepaperWith advantages inclusive of its high profile in China and the rest of Asia, its deeply liquid secondary market, solid investor base, and strong financial infrastructure, Hong Kong has emerged as the pre-eminent center for international companies seeking to list and raise capital. This whitepaper focuses on listing and capital raising options for international companies, specifically via Hong Kong Depositary Receipts (HDRs) on the Hong Kong Stock Exchange (HKEx).

As clients continue to navigate challenges in the financial markets and stay ahead of the ever-changing regulatory environment, J.P. Morgan is committed to providing exceptional thought leadership and guidance to DR issuers and investors alike. J.P. Morgan’s quarterly and bi-annual publications, such as the Market Briefing and the DR Advisor Quarterly, keep market participants abreast of ongoing issues affecting Depositary Receipts. In addition, our Advisory team continues to provide investment insights throughout the year with various whitepapers, surveys, and webinars.

DR Thought Leadership Highlights In 2012

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Latin America Listing Seminars March – July, 2012 Mexico, Colombia, Peru, Brazil, and Chile

To provide insightful information around listing in the U.S. to Latin American companies, the DR team hosted a series of seminars throughout the region. The seminars focused on accessing U.S. capital markets, the benefits of ADRs, and the requirements and process for Latin American companies wishing to list in the U.S.

J.P. Morgan 85th Anniversary of the ADR April, 2012 Multiple Locations

In celebration of J.P. Morgan’s 85th anniversary of the ADR, J.P. Morgan’s DR team held several events in various cities to celebrate. In New York, the team invited several clients to ring the closing bell at the NYSE, followed by a reception, and the team in Russia hosted a roundtable in celebration of the 85th anniversary, in which they also presented the findings of the recent Russian DR Investor Survey.

International Capital-Raising for the State Property Committee (SPC) of MongoliaJune, 2012 Hong Kong

As part of a larger effort to foster J.P. Morgan’s relationship with the SPC and deepen the firm’s presence in Mongolia, the DR team hosted a three-day study tour in Hong Kong on “International Capital Raising” for the SPC of Mongolia. This event was the first of its kind in a frontier market and focused on the necessary steps and regulatory requirements a Mongolian company would need to undertake should they wish to list overseas.

Colombia Day September, 2012 New York

To highlight Colombia’s energy and mining development, infrastructure plans, consumption, and credit growth, J.P. Morgan’s DR team co-hosted a two-day corporate access conference for Colombian companies. The agenda included ringing the opening bell at the NYSE, media interviews, one-on-one meetings with investors, a large dinner and reception at J.P. Morgan’s headquarters, and a presentation on the Colombian economy by Luis Oganes, J.P. Morgan’s Chief Economist for Latin America.

APAC DR Roundtable with The Asset “State of Play: Transforming Challenges into Opportunities” September, 2012 Beijing

J.P. Morgan’s DR team co-hosted a roundtable with The Asset magazine to focus on issues affecting Chinese listed companies and to discuss the future of the Chinese market. The discussions covered topics on the European debt crisis, a weak IPO market and issues relating to Chinese listed companies. The contents of the roundtable were published in the October issue of The Asset.

DR Breakfast Roundtable – French Financial Transaction Tax November, 2012 Paris

J.P. Morgan’s DR team hosted this roundtable breakfast in which Cyril Valentin and Vincent de Preville of Freshfields spoke to attendees about the application of the French financial transaction tax to DRs.

Nigeria Capital Markets SeminarNovember, 2012 Lagos

This half day event was jointly hosted by J.P. Morgan, The Nigerian Stock Exchange, Thomson Reuters, and the London Stock Exchange. An engaging panel of speakers examined local and international listings, capital market financing for privatized electricity companies, and institutional investor sentiment toward Nigeria.

DR Event Highlights in 2012

WHY J.P. MORGAN

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Contact InformationIf you would like to discuss our DR solutions with one of our experts, or for more information on our upcoming 2013 events, please contact:

Corporate Issuers

Asia-Pacific Regional DR Head Kenneth Tse Tel: +852-2800-1859 [email protected]

Emerging Markets Regional DR Head Vikas Taimni Tel: +852-2800-1797 [email protected]

Europe-Africa Regional DR Head Alex Hickson Tel: +44-207-134-5565 [email protected]

Latin America Regional DR Head Candice Teruszkin Tel: +55-219-917-2210 [email protected]

Broker-Dealers

New York James W. Reeves II Tel: +1-212-552-8928 [email protected]

São Paulo Andrea Krongold Tel: +55-114-950-3650 [email protected]

adr.com J.P. Morgan’s Depositary Receipts Bloomberg page: ADRJ <GO>

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1927 1st ADR: Selfridges Stores

1928

1st ADR Listing (AMEX): British American Tobacco

1st French ADR: L’Air Liquide

1st Austrian ADR: Creditanstalt

1929 1st German ADR: North German Lloyd

1931 1st Sponsored ADR: Electrical & Musical Industries

19551st Dutch ADR: Unilever N.V.

1st Bearer Depositary Receipts: 18 US companies

1956 1st Italian ADR: Montecatini

1960 1st Mexican ADR: Telefonons de Mexico

1961 1st Japanese ADR: Sony Corporation

1964 1st Sponsored ADR on AMEX: Tubos de Acero de Mexico

1970 1st ADR public offering: British Petroleum

1971 1st ADR made elegible for DTC settlement

1976 1st Depositary Receipt for US Co.: Western Union

1977 1st Hong Kong ADR: Hong Kong and Shanghai Banking

1978 1st ADR Clearance Council

1979 1st Spanish ADR: Banco Central S.A.

1983 1st Interim ADR Listed on NYSE: Privatisation of British Telecom

1984 1st Swiss ADR: Nestle, S.A.

1986 1st ADR through Warrants: British Petroleum

1987

1st ADR listed on LSE: Monteedison S.p.A.

1st Public offering of ADRs for Spanish securities: Banco Central S.A.

1st Discounted registered rights offering: Barclays PLC

1988 1st German Sponsored ADR: Volkswagen AG

19891st ADR for US$ preferred share issue: Barclays PLC

1st Equity Unit ADR: Smithkline Beecham plc

1990

1st Swiss Sponsored ADR: Nestlé, S.A.

1st Portuguese Sponsored ADR: Banco Commercial Portugues, S.A.

1st Use of Euroclear as ADR Custodian: Nestle, S.A.

1992 1st Listing and public offering from Portugal: Banco Commercial Portugal

1992 1st Hungarian and Eastern European ADR: Fotex Rt.

1996 1st Direct Purchase Plan: several companies

1997

1st Direct Registration System: Cifra

1st Acquisition using ADRs as currency in Germany: Fresenius

1st Listing and public offering from Central Europe: MATAV

1998

1st NASDAQ listing for a Greek Company: STET Hellas

1st Online share register access (IRW): British Telecom

1st Largest ever acquisition of a US company using ADRs as acquisition currency: BP Amoco

1st Website created for the DR industry

1999 1st Company sponsored Direct Purchase Plan: BP Amoco

1999

1st Comprehensive ADR management tool on the Internet: adrWISE

1st To offer online Internet account access for registered shareholders

2000 1st Internet voting for ADRs: BP Amoco

2001 1st Hong Kong SAR privatization: MTRC

2002J.P. Morgan commemorates the 75th Anniversary of the ADR

S&P ADR Index

2003 First ADR Max cross-book trade completed

2005 Launch of ADR Advisory Services team

2006 Rosneft IPO: largest GDR capital raising JPM DR Indexes Launched

2007 1st GDR listing on the Singapore exchange: Uttam Galva

2009 Banco Santander Brasil was the largest-ever DR IPO from Brazil

20101st HDR listing on the HKEx: Vale S.A.

Largest-ever DR capital raising event in history: Petrobras

2011 1st HDR offering: SBI Holdings

2012 1st Mobile app by a depositary bank: adr.com for iPhone

A History of J.P. Morgan’s Excellence and Innovation in Depositary Receipts

• 1st ADR: Selfridges Stores 1927 1928 • 1st ADR Listing (AMEX): British American Tobacco

• 1st French ADR: L’Air Liquide 1928 1928 • 1st Austrian ADR: Creditanstalt

• 1st German ADR: North German Lloyd 1929 1931 • 1st Sponsored ADR: Electrical & Musical Industries

• 1st Dutch ADR: Unilever N.V. 1955 1955 • 1st Bearer Depositary Receipts: 18 U.S. companies

• 1st Italian ADR: Montecatini 1956 1960 • 1st Mexican ADR:

Teléfonos de México

• 1st Japanese ADR: Sony Corporation 1962 1963 • 1st Sponsored ADR on AMEX:

Tubos de Acero de Mexico

• 1st ADR public offering: British Petroleum 1970 1971 • 1st ADRs made eligible for

DTC settlement

• 1st Depositary Receipt for US Co.: Western Union 1976 1977 • 1st Hong Kong ADR:

Hong Kong and Shanghai Banking

• 1st ADR Clearance Council 1978 1979 • 1st Spanish ADR: Banco Central S.A.

• 1st interim ADR Listed on NYSE: Privatization of British Telecom 1983 1984 • 1st Swiss ADR: Nestlé, S.A.

• 1st ADR through Warrants: British Petroleum 1986 1987 • 1st public offering of ADRs for Spanish

securities: Banco Central S.A.

• 1st public offering of ADRs for Spanish securities: Banco Central S.A. 1987 1987 • 1st discounted registered rights

offering: Barclays PLC

• 1st discounted registered rights offering: Barclays PLC 1988 1988 • 1st German Sponsored ADR:

Volkswagen AG

• 1st ADT for US$ preferred share issue: Barclays PLC 1989 1989 • 1st Equity Unit ADR: Smithkline

Beecham plc

• 1st Swiss Sponsored ADR: Nestlé, S.A. 1990 1990 • 1st Portuguese Sponsored ADR: Banco Commercial Portugues, S.A.

• 1st use of Euroclear as ADR Custodian: Nestlé, S.A. 1990 1992 • 1st Listing and public offering for

Portuguese: Banco Commercial Portugal

• 1st Hungarian and Eastern European ADR: Fotex Rt. 1992 1997 • 1st Acquisition using ADRs as currency

in Germany: Fresenius

• 1st Direct Registration System: Cifra 1997 1998 • 1st NASDAQ listing for a Greek company: STET Hellas

• 1st Listing and public offering for Central European: MATAV 1997 1998 • 1st online share register access (IRW):

British Telecom

• Largest ever U.S. acquisition using ADRs as acquisition currency: BP Amoco 1998 1999 • 1st comprehensive ADR management

tool on the Internet: adrWISE

• 1st Company sponsored Direct Purchase Plan: BP Amoco 1999 2000 • 1st Internet voting for ADRs: BP Amoco

• 1st to offer online Internet account access for registered shareholders 1999 2002 • S&P ADR Index

• 1st Hong Kong SAR privatisation: MTRC 2001 2005 • Launch of DR Issuer Advisory Services team

• First ADR Max cross-book trade completed 2003 2007 • Onboard largest DR program in Latin

America, Petrobras

• Rosneft became the largest GDR capital raising in history 2006 2009

• Onboard largest global ADR IPO ever by a Latin American issuer: Banco Santander Brasil

• Launch Issuance & Cancellation (I & C) Lock 2009 2010 • Petrobras largest DR capital raising

event in history

• 1st HDR: Vale S.A. listing on the HKEx 2010 2011 • Depositary Bank for Novartis’ acquisition of Alcon ($4 billion value)

• 1st HDR Offering: SBI Holdings 2011 2012 • iPhone and iPad app: 1st mobile app by a depositary

• 1st U.S. company to list in Hong Kong via HDRs 2011 2012

• Depositary Bank for Santander Mexico’s IPO, Mexico’s largest IPO and equity offering ever

1927 1961 1998 2002 2003 2006 2010 20122011

1st Depositary Receipt in

Asia Pacific

1st ADR: Selfridges Stores

J.P. Morgan createdhttp://www.adr.com

S&P ADR Index created

ADR MAX created

Rosneft IPO Largest ever GDR

capital raising

Petrobras: Largest ever DR capital raising event

in history

1st HDR: Vale S.A. listing on the HKEx

1st HDR Offering: SBI Holdings

iPhone app: 1st mobile app by a depositary

adrmax.com

adr.com

adrmax.com

adr.com

adrmax.com

adr.com

adrmax.com

adr.com

adrmax.com

adr.com

adrmax.com

adr.com

adrmax.com

adr.com

WHY J.P. MORGANHistory of Innovation

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In 2012, J.P. Morgan became the first and only depositary bank to launch a mobile version of its client reporting tool. In March, the Issuer Services app was launched for the iPhone, providing DR issuers with:

• Dailydepositaryandmarketactivity

• DailyTradeReports

• MonthlyBoardReports

• E-mailandphoneaccesstotheirRelationship Manager via the app

In early 2013, an Android version of the app will be released, as well as an iPad app, which will comprehensively replicate the issuer reporting and data available on adr.com via Issuer Services. The Issuer Services iPad app will provide clients with program details on issuing and cancelling brokers, the top buyers and sellers, and a resource center with access to our library of DR insights.

adr.com: Going Mobile

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For market information on Depositary Receipts (DRs) and international equities, go to J.P. Morgan’s Web site adr.com

For more information on J.P. Morgan’s Depositary Receipt services, go to jpmorgan.com/visit/adr

Disclosures

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.3 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset and wealth management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of consumers in the United States and many of the world’s most prominent corporate, institutional and government clients under its J.P. Morgan, Chase and WaMu brands. Information about the firm is available at jpmorganchase.com.

We believe the information contained in this material to be reliable but do not warrant its accuracy or completeness. The opinions, estimates, strategies and views expressed in the document constitute our judgment as of the date of this material and are subject to change without further notice. This material is not intended as an offer or solicitation for the purchase or sale of any financial instrument. JPMSI or its broker-dealer affiliates may hold a position, trade on a principal basis or act as market maker in the financial instruments of any issuer discussed herein or act as an underwriter, placement agent, advisor or lender to such issuer.

Neither J.P. Morgan nor any of its directors, officers, employees or agents shall incur any responsibility or liability whatsoever to the Company or any other party in respect of the contents of this document or any matters referred to in, or discussed as a result of, this document. J.P. Morgan makes no representations as to the legal, regulatory, tax or accounting implications of the matters referred to in this document. J.P. Morgan Chase & Co. and its affiliates do not provide tax advice and this document does not constitute such advice in any way. Accordingly any discussion of tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in the connection with the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the avoidance of tax related penalties.

In the United Kingdom (U.K.) and European Economic Area: Issued and approved for distribution in the U.K. and the European Economic Area by J.P. Morgan Europe Limited (JPMEL). In the U.K., JPMorgan Chase Bank N.A., London Branch and J.P. Morgan Europe Limited are authorized and regulated by the Financial Services Authority. Additional information is available upon request.

Copyright 2012 JPMorgan Chase & Co. All rights reserved.