North American investors with questions relating to American Depositary Receipts (ADRs) will find answers to the most frequently asked questions below.
If you cannot find the information you're looking for, please visit The Bank of New York's ADR website at www.adrbny.com and search for the SThree Profile Page (Ticker symbol: SERTY).
For the most current SThree ADR dividend information you can call The Bank of New York. Please have your account number, exact address, and exact name(s) on the account ready when you call. You can also refer to The Bank of New York website (www.adrbny.com) and double click on the "Dividends and Distributions" section.
An ADR is a negotiable U.S. certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. Dividends are paid to investor in U.S. dollars.
ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investors, and to provide a corporate finance vehicle for non-U.S. companies. ADRs can be held in book-entry form or as a physical certificate.
Level I Depositary Receipts are traded in the U.S. OTC market with prices published in the "Pink Sheets" and on some exchanges outside the United States. Establishment of a Sponsored Level I program does not require full SEC registration and the company does not have to report its accounts under U.S. GAAP or provide full SEC disclosure. Essentially, a Sponsored Level I Depositary Receipt program allows companies to enjoy the benefits of a publicly traded security without changing its current reporting process.
U.S. investors generally prefer to purchase ADRs rather than ordinary shares in the issuer's home market because ADRs trade, clear and settle according to U.S. market conventions. One of the ADR's main advantages is the facilitation of diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information. ADR holders also benefit from dollar dividend payments and corporate action notifications.
ADRs issuers are typically large multinational corporations. Any non-U.S. company seeking to engage the U.S. market to diversify its investor base, raise capital in the U.S. or offer U.S.-type employee plans.
ADR issuers generally have full information in English about themselves on their websites, as well as on the main depositary bank websites, and are better tracked by the main U.S. financial websites.
The Bank of New York (BNY). The depositary bank plays a key role in the process of issuance and as cancellation of ADRs. It also maintains the ADR holder register and distributes the dividends in U.S. dollars. The Bank of New York is a DTC (Depositary Trust Company) participant as are brokers & dealers, other banks, trust companies and clearinghouses. For additional general information, please visit The Bank of New York's website at www.adrbny.com and search for SThree Profile Page. Registered holders wishing to access their account with The Bank of New York (BNY acts as both ADR depositary bank & registrar):
The Bank of New YorkInternational Callers can call: 212-815-3700
For the issuance of ADRs please contact:
Michael Ludwig
Tel: +1 212 815 2213
Fax: +1 212 571 3050
Email: shareowners@bankofny.com
Websites: http://www.stockbny.com
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.
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.
For registered owners ownership is registered by the depositary bank and is evidenced by an account statement, provided by the depositary. Registered owners hold physical ADR certificates issued by the Depositary Bank and receive dividends, and proxy materials directly from The Bank of New York.
Owners of SThree ADRs that are registered in the "nominee name" or "street name" of a bank, broker or other institution that holds such securities for the accounts of others are considered beneficial owners. ADRs held in this form are book-entry securities, where the beneficial owner's interest is recorded in an account held by the institution rather than by registration with the ADR depositary.
Major benefits of book-entry ownership are the elimination of problems associated with paper certificates such as storage, safety of securities or cost and inconvenience of replacement. Book-entry ADRs eliminate the requirement for physical movement of certificates at the time of sale or transfer of ownership. Investors purchasing ADRs through a broker who wish to become registered owners must specifically direct the broker to register the shares with the ADR depositary. If you choose to have a certificate issued, please contact The Bank of New York.
For those holders who are not registered because their shares are held through a "Street name" (nominee account), please contact your nominee for information on your ADR holdings.
Your SThree ADR represents your ownership of shares in the company and can be held in certificate or book-entry form. If you hold your ADRs in certificate form these should be kept in a safe-deposit box or secure place. Certificates are negotiable documents and should be signed only in the event of a sale or transfer of ownership. If you hold your ADRs through a "Street Name" (nominee account) these will be in book-entry form and therefore you will not have an ADR certificate.
You will receive account statements following each investment activity. You will also receive a statement at the end of the year showing all year-to-date transaction activity. You should retain these statements for tax purposes.
If your certificate is lost, stolen, or destroyed, notify The Bank of New York investor hotline +1-888-BNY-ADRs / +1-888-269-2377. Please ensure you have your Social Security Taxpayer Identification number ready when calling.
It is important that you contact The Bank of New York when you move so that your account records can be updated and your dividend check is sent to the right address.
Resident Canadian ADR shareholders will receive their dividends in U.S. dollars.
Holders of ADRs are entitled to instruct the Depositary Bank, The Bank of New York, as a proxy to exercise the voting rights with respect to the number of ordinary shares represented by the respective ADRs. If no instructions are received from a Holder, the shares will remain un-voted.
Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares.
You can request the replacement of a lost dividend check by calling The Bank of New York. Upon authorization from you, a stop payment order will be placed against the original check and a replacement check will be issued to you. Please have your Social Security Number ready when calling.
All or a portion of your cash dividend can be wired directly to your bank account. In order to take advantage of this option your bank or financial institution must be part of Automatic Clearing House (ACH). If you are interested in this option please call The Bank of New York.
Converting ordinary shares into ADRs must be done through a broker or an investment advisor.

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