ADR Program

ADR – Level I

BB Seguridade Participações S.A. (“BB Seguridade”) established a sponsored Level I American Depositary Receipt (ADR) program in March, 2014. BB Seguridade´s shares are trading Over-the-Counter (OTC) in the USA as American Depositary Receipts (ADRs). The ratio between BB Seguridade ordinary shares and the ADR is 1:1, i.e. one BB Seguridade ordinary share represents one ADR.

The depositary bank of the program is Citibank, N.A. and Banco do Brasil S.A. is the custodian of the underlying shares.

BB Seguridade Participações S.A.

Ticker: BBSEY
Structure: Level I ADR
Exchange: Over-the-counter (OTC) market
Ratio (ADR:ORD): 1 ADR : 1 ORD
DR ISIN: US05541J1034
CUSIP: 05541J103

ADR contact information

Citibank Shareholder Services
Address – P.O. Box 43077
Providence RI 02940-3077
Email: citibank@shareholders-online.com
Phone – 1-877-248-4237
The phone number outside the U.S. is 781-575-4555

Contact details for ADR brokers & institutional investors:

U.S. contact: +1 (212) 723-5435
U.K. contact: +44 (20) 7500-2030

 

As the depositary bank, Citibank performs the following roles for ADR holders as further detailed in the Deposit Agreement.

  • Records and maintains the register of ADR holders
  • Is the stock transfer agent
  • Distributes dividends in U.S. dollars (if applicable)
  • Facilitates the voting process and the exercise of the voting rights of ADR holders at any Company General Meeting if permitted by the Company and the Deposit Agreement
  • Issues and cancels BB Seguridade ADRs
  • Can distribute company circulars and Annual General Meeting documentation (if applicable)

For those holders which are not registered because their shares are held through a ‘Street name’ (nominee account), your nominee will receive company documents from time to time from Citibank to distribute to ADR holders. You need to make arrangements with your nominee if you wish to receive such documents and to be able to exercise your vote through the depositary bank at general meetings (if applicable).

 

ADR – FAQ

1. What is an American Depositary Receipt (ADR)?

An American Depositary Receipt (ADR) is a US 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. The price of an ADR is often close to the price of the foreign stock in its home market, adjusted for the ratio of the foreign company’s shares to ADRs and the exchange rate. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by US investors.

BB Seguridade’s ADRs represent BB Seguridade’s ordinary shares deposited with the depositary bank ( Citibank, N.A.), to underlie such certificates and carry the rights attached to them as detailed in the Deposit Agreement.

2. What are the benefits of ADRs to US investors?

U.S. investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle in US Dollars and according to U.S. market conventions. ADRs allow easy comparison to securities of similar companies as well as access to price and trading information. Holders of ADRs also receive dividends in US dollars (if applicable).

3. What types of companies issue ADRs?

ADR issuers are typically large corporations. Any non-U.S. company seeking to raise capital in the U.S. or increase their base of U.S. investor can issue ADRs.

4. What is the difference between a Registered ADR holder and a Beneficial ADR holder?

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of record. A beneficial holder is one whose holdings are registered in a name other than their own, such as in the name of a broker, bank or nominee.

5. What is an ADR ratio?

This is the relation between the number of ADRs and the number of ordinary shares of the Company. For BB Seguridade, each ADR represents 1 ordinary share.

6. What is the difference between an ADR and an ADS?

An ADR (American Depositary Receipt) is a negotiable certificate issued by a U.S. depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange. An ADS (American Depositary Share) is the share issued under the ADR agreement which is actually traded.

7. Is there incidence of IOF on ADRs?

No, there is no incidence of IOF. As of December 24, 2013, the Brazilian federal government eliminated the aliquot of 1.5% which was in force from 2009.

8. What is a sponsored Level 1 ADR program?

In a Level 1 ADR program, the ADRs are not listed on a US stock exchange, but are traded in the US Over-the-Counter (OTC) market, mainly on the OTC Markets Group electronic market platform (see: http://www.otcmarkets.com/home).

9. Who is BB Seguridade's depositary for ADRs?

Citibank, N.A. The depositary bank plays a key role in issuance as well as cancellation of ADRs. It also maintains the ADR holder register, distributes the dividends in US dollars (if applicable) and facilitates the exercise by the ADRs holders of their voting rights (if applicable).

10. Where are BB Seguridade ADRs traded?

BB Seguridade sponsored Level 1 ADRs are traded in the OTC (over the counter) market. You can refer to http://www.otcmarkets.com and http://www.citi.com/adr.

11. What is BB Seguridade´s ADR ticker symbol, CUSIP code and ISIN code?

BB Seguridade Participações S.A.
Ticker: BBSEY
Ratio (ADR:ORD) : 1 ADR : 1 ORD
DR ISIN: US05541J1034
CUSIP: 05541J103

12. How do I convert my ordinary shares into ADRs?

Individual Shareholders: Converting ordinary shares into ADRs or ADRs into ordinary shares must be done through your broker or investment advisor.
Institutional brokers and custodians: Brokers wishing to convert [] B3 – Brasil, Bolsa, Balcão Listed ordinary shares in BB Seguridade into American Depositary Receipts (ADRs) should, or vice versa, contact Citibank’s broker desk:

USA
Tel: +1 212 723 5435
E-mail: adr@citi.com
United Kingdom
Tel: +44 20 7500 2030
E-mail: adr@citi.com

13. How may I check how many ADRs I hold?

If you hold your ADRs through a broker, investment advisor or custodian in “streetname”, please contact your broker, investment advisor or custodian. Otherwise, please contact the depositary bank:

Citibank, N.A.
Citibank Shareholder Services
Address – P.O. Box 43077
Providence RI 02940-3077
Email: citibank@shareholders-online.com
Phone – 1-877-248-4237
The phone number outside the U.S. is 781-575-4555

14. What if I lose my ADR certificate, dividend check or tax voucher?

If you do not hold via a broker, bank or nominee, please contact the depositary bank:

Citibank, N.A.
Citibank Shareholder Services
Address – P.O. Box 43077
Providence RI 02940-3077
Email: citibank@shareholders-online.com
Phone – 1-877-248-4237
The phone number outside the U.S. is 781-575-4555

15. Is it easy to get information and updates on BB Seguridade?

Information is widely available on BB Seguridade’s website www.bbseguridaderi.com.br. Investors can sign up to receive press releases in English on the Company’s website (if applicable). Trading information is readily available on the OTC Markets Group website and our Depositary bank’s website: www.citi.com/adr

Alternatively you may contact Citibank, N.A. calling +1 877 248 4237 or 781 575 4555 (outside U.S.).

16. How do I obtain historical share prices of BB Seguridade's ADRs, for the purpose of completing my tax return?

Historical share prices for BB Seguridade’s ADRs can be found on Citibank website (www.citi.com/adr) or on the OTC Markets website (www.otcmarkets.com)

17. How are ADR dividends paid and taxed?

Dividends, if applicable, are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares. In addition, taxes may be withheld by the ADR company’s local government.