Acquity Group Ltd : Acquity Group Limited Reports Results for Fourth Quarter and Twelve Months Ended December 31, 2012

Acquity Group Limited Reports Results for Fourth Quarter

and Twelve Months Ended December 31, 2012

Twelve Months Revenues up 32.2% to $141.0 Million

Twelve Months IFRS Operating Profit up 31.2% to $20.8 Million

Chicago, March 20, 2013 - Acquity Group Limited ("Acquity Group" or the "Company") (NYSE MKT: AQ) today reported the following financial results for the fourth quarter and twelve months ended December 31, 2012.

Financial highlights for the three month period ended December 31, 2012, compared to the three month period ended December 31, 2011

Revenues increased by $3.2 million, or 10.3%, to $33.8 million, compared to $30.6 million for the three month period ended December 31, 2011.
IFRS operating profit was $3.1 million, or 9.1% of revenues, compared to $4.1 million, or 13.5%
of revenues, for the three month period ended December 31, 2011.
IFRS operating profit, excluding costs associated with our recent initial public offering and amortization of purchased intangible assets was $3.7 million, or 11.0% of revenues, compared to $5.1 million, or 16.8% of revenues, for the three month period ended December 31, 2011. Refer to the "Reconciliation of Non-IFRS Financial Measures to IFRS Profit" in the tables that follow for additional details for all non-IFRS financial measures.
We reported an impairment loss of $7.0 million related to our investments in two associate companies.
IFRS profit/(loss) attributable to equity holders of the Company was $(4.9) million, or $(0.23) per American depositary share ("ADS"), compared to $1.8 million, or $0.10 per ADS, for the three month period ended December 31, 2011.
Non-IFRS adjusted profit attributable to equity holders of the Company was $1.9 million, or
$0.08 per ADS, compared to $2.6 million, or $0.14 per ADS, for the three month period ended
December 31, 2011.
Non-IFRS adjusted EBITDA was $4.4 million for the three month period ended December 31,
2012, compared to $5.7 million for the three month period ended December 31, 2011.
As of December 31, 2012, the Company had unrestricted cash and cash equivalents of $36.5 million.
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Financial highlights for the twelve month period ended December 31, 2012, compared to the twelve month period ended December 31, 2011

Revenues increased by $34.3 million, or 32.2%, to $141.0 million, compared to $106.7 million for the twelve month period ended December 31, 2011.
IFRS operating profit increased by $5.0 million, or 31.2%, to $20.8 million, or 14.7% of revenues, compared to $15.8 million, or 14.8% of revenues, for the twelve month period ended December
31, 2011.
IFRS operating profit, excluding costs associated with our recent initial public offering and amortization of purchased intangible assets, increased by $5.9 million, or 30.1%, to $25.5 million, or 18.0% of revenues, compared to $19.6 million, or 18.3% of revenues, for the twelve month period ended December 31, 2011.
We reported an impairment loss of $7.0 million related to our investments in two associate companies.
IFRS profit attributable to equity holders of the Company was $3.3 million, or $0.15 per ADS, compared to $8.6 million, or $0.46 per ADS, for the twelve month period ended December 31,
2011.
Non-IFRS adjusted profit attributable to equity holders of the Company increased by $1.9 million, or 17.3%, to $13.3 million, or $0.61 per ADS, compared to $11.4 million, or $0.61 per ADS, for the twelve month period ended December 31, 2011.
Non-IFRS adjusted EBITDA increased by $6.5 million, or 30.8%, to $27.8 million for the twelve month period ended December 31, 2012, compared to $21.3 million for the twelve month period ended December 31, 2011.
"We grew the business substantially in 2012 amidst uncertain macro-economic conditions in the second half of the year," said Christopher Dalton, Chief Executive Officer of Acquity Group. While our fourth quarter performance was impacted by these challenging conditions, we are seeing positive trends as we close the first quarter that are supporting our objectives for 2013."
Mr. Dalton added, "We are entering the new year with improvements in our corporate structure that will keep us focused on our core business, three new markets in Ottawa, Toronto and Atlanta along with new senior talent with a significant depth of experience, a strong business strategy, pipeline and value proposition driving our long-term growth."
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Fourth Quarter 2012 Financial Results

Three months ended December 31, 2012 compared to three months ended December 31, 2011

Revenues increased by $3.2 million, or 10.3%, to $33.8 million for the three month period ended December 31, 2012, from $30.6 million for the three month period ended December 31, 2011. Revenues continued to grow due to strong demand seen in the market place for the Company's expertise and focused approach to delivering customer value.
Cost of revenues increased by $2.4 million to $20.1 million for the three month period ended December
31, 2012, from $17.7 million for the three month period ended December 31, 2011, which was primarily driven by continued organic growth of our staff to accommodate the demand for our services. These costs increased as a percentage of revenues to 59.5% for the three month period ended December 31,
2012, from 57.9% for the three month period ended December 31, 2011.
Selling and marketing expenses increased by $0.5 million to $2.6 million for the three month period ended December 31, 2012, from $2.1 million for the three month period ended December 31, 2011. These costs increased as a percentage of revenues to 7.7% for the three month period ended December
31, 2012, from 6.9% for the three month period ended December 31, 2011. This result was due to continued investment in business development as we plan for continued growth.
Administrative expenses increased by $1.7 million to $8.0 million for the three month period ended December 31, 2012, from $6.3 million for the three month period ended December 31, 2011. These costs increased as a percentage of revenues to 23.8% for the three month period ended December 31,
2012, from 20.5% for the three month period ended December 31, 2011. The increase was primarily due to an increase in operations headcount in order to support the planned growth of our business.
Equity in losses of associate companies, prior to the impairment of associate companies, was $0.2 million for the three month period ended December 31, 2012, compared to $0.5 million for the three month period ended December 31, 2011.
Impairment losses related to our investments in two associate companies were $7.0 million for the three month period ended December 31, 2012. In the fourth quarter, the board of directors, based on continued operational losses at the two associate companies and significant uncertainty in the respective business plans, determined to pursue strategic alternatives with these investments. As part of these considerations, the Company believed that indicators of the investment impairment were present. For the Huaren Commercial Trading, Co. business, the Company engaged an independent valuation firm to determine the fair value of its investment. Based on the results of this valuation, the Company reduced the carrying value of its investment to zero and recorded a $6.3 million impairment loss. For Digital Li-Ning Company Limited, the Company carried out a net realizable value analysis based on a liquidation scenario and recorded an impairment loss of $0.7 million, based on the difference between the carrying amount of investment and the expected net realizable value of $0.2 million.
Income tax expense was $1.4 million and $1.9 million for the three month periods ended December 31,
2012 and 2011, respectively. Excluding the effect of the impairment losses on associate companies in
2012, our effective tax rate was 48.9% and 53.3% for the three month periods ended December 31,
2012 and 2011, respectively.
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Twelve months ended December 31, 2012 compared to twelve months ended December 31, 2011

Revenues increased by $34.3 million, or 32.2%, to $141.0 million for the twelve month period ended December 31, 2012, from $106.7 million for the twelve month period ended December 31, 2011. Revenues increased as a result of our continued focus on being one of the best providers in Brand eCommerce™ and Digital Marketing service capabilities and our ability to continue to secure new accounts that are committed to the digital channel.
Cost of revenues increased by $18.6 million to $79.1 million for the twelve month period ended December 31, 2012, from $60.5 million for the twelve month period ended December 31, 2011, which was primarily driven by organic growth of our staff to accommodate the demand for our services. These costs decreased as a percentage of revenues to 56.1% for the twelve month period ended December 31,
2012, from 56.8% for the twelve month period ended December 31, 2011.
Selling and marketing expenses increased by $1.6 million to $9.4 million for the twelve month period ended December 31, 2012, from $7.8 million for the twelve month period ended December 31, 2011. These costs decreased as a percentage of revenues to 6.7% for the twelve month period ended December 31, 2012, from 7.3% for the twelve month period ended December 31, 2011. This improvement as a percentage of revenues was the result of leveraging our sales force.
Administrative expenses increased by $8.3 million to $29.6 million for the twelve month period ended December 31, 2012, from $21.3 million for the twelve month period ended December 31, 2011. These costs were 21.0% and 20.0% of revenues for the twelve month periods ended December 31, 2012 and
2011, respectively. The increase as a percentage of revenues was primarily due to an increase in operations headcount in order to support the overall growth and strategic initiatives of our business.
Equity in losses of associate companies was $1.4 million for the twelve month period ended December
31, 2012, compared to $1.0 million for the twelve month period ended December 31, 2011.
Impairment losses related to our investments in two associate companies was $7.0 million for the twelve month period ended December 31, 2012 as discussed above.
Income tax expense was $9.9 million and $6.5 million for the twelve month periods ended December 31,
2012 and 2011, respectively. Excluding the effect of the impairment losses on associate companies in
2012, our effective tax rate was 50.9% and 43.7% for the twelve month periods ended December 31,
2012 and 2011, respectively. The increase for the twelve month period ended December 31, 2012, compared to the twelve month period ended December 31, 2011 was primarily attributable to the impact of non-deductible costs related to our initial public offering ("IPO") and losses from non-U.S. operations for which no tax benefit was available.
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First Quarter 2013 Outlook

The Company currently expects the following financial results for the first quarter of 2013:
Revenues are expected to be at or above $33.5 million; and
IFRS operating profit margin, excluding amortization of purchased intangible assets, is expected to be at or above 7.5%.

Webcast and Conference Call

A conference call and webcast have been scheduled for 4:30 p.m. EDT today to discuss these results. Details of the conference call are as follows:
Date: Wednesday, March 20, 2013
Time: 4:30 p.m. EDT (please dial in by 4:15 p.m.) Dial-In #: [phone] U.S. & Canada
[phone] International
Confirmation code: 23348258
Alternatively, the conference call will be available via webcast at www.acquitygroup.comby clicking on the "Investors" tab.

Non-IFRS Financial Measures

Acquity Group provides non-IFRS financial measures to complement reported IFRS results. Management believes these measures help illustrate underlying trends in the Company's business and uses the measures to establish budgets and operational goals, communicated internally and externally, for managing the Company's business and evaluating its performance. The Company anticipates that it will continue to report both IFRS and certain non-IFRS financial measures in its financial results, including
non-IFRS results that exclude interest, income tax provisions, depreciation and amortization, costs associated with its initial public offering, equity in losses of its associates, acquisition costs and other related charges, among other costs. Consequently, Acquity Group's non-IFRS financial measures should not be evaluated in isolation or as a substitute for IFRS measures, but, rather, should be considered together with its consolidated financial statements, which are prepared according to IFRS.
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Special Note Regarding Forward-Looking Statements

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "confident," "continue," "estimate," "expect," "future," "intend," "is currently reviewing," "it is possible," "likely," "may," "plan," "potential," "will" or other similar expressions or the negative of these words or expressions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. In particular, the section entitled "First Quarter 2013 Outlook" in this announcement consists of forward- looking statements. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements and are subject to change, and such change may be material and may have a material adverse effect on the Company's financial condition and
results of operations for one or more periods. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained, either expressly or impliedly, in any of the forward-looking statements in this announcement. Potential risks and uncertainties include, but are not limited to, the risks outlined in the Company's Registration Statement on Form F-1 and other documents filed with the U.S. Securities and Exchange Commission. Unless otherwise specified, all information provided in this announcement and in the attachments is as of the date of this announcement, and the Company does not undertake any
obligation to update any such information, except as required under applicable law.

About Acquity Group Limited

Acquity Group Limited is a leading Brand eCommerce™ and Digital Marketing company that leverages the Internet, mobile devices and social media to enhance its clients' brands and e-commerce performance. It is the digital agency of record for a number of well-known global brands in multiple industries. Acquity Group Limited has served more than 600 companies and their global brands through thirteen offices in North America. For more information about Acquity Group Limited, visit www.acquitygroup.com.

Investor Relations Contact

Jessica Barist Cohen
Ogilvy Financial, New York
Phone: [phone]
E-mail: [e-mail]
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Acquity Group Limited

Consolidated Stateme nts of Compre he nsive Income - Unaudited

(Amounts in thousands, e xce pt per share data)

Thre e Month Pe riods Ende d Twelve Month Pe riods Ende d

De ce mbe r 31, 2012 De ce mber 31, 2011 De cembe r 31, 2012

Decembe r 31, 2011

Revenues	$ 33,788 100.0%	$ 30,641 100.0%	$ 141,011 100.0%	$ 106,655	100.0%
Cost of re ve nue s	20,088 59.5%	17,730 57.9%	79,148 56.1%	60,543	56.8%
Gross profit	13,700 40.5%	12,911 42.1%	61,863 43.9%	46,112	43.2%

Selling and marke ting expe nse s 2,601 7.7% 2,125 6.9% 9,401 6.7% 7,750 7.3% Administrative e xpense s 8,040 23.8% 6,292 20.5% 29,590 21.0% 21,336 20.0% Costs associate d with initial public offe ring - 0.0% 354 1.2% 2,120 1.5% 1,207 1.1% Operating profit 3,059 9.1% 4,140 13.5% 20,752 14.7% 15,819 14.8%

Othe r non-ope rating expe nse	(2)	0.0%	-	0.0%	(2)	(0.0%)	-	0.0%
Finance income /(costs), ne t	6	0.0%	(7)	(0.0%)	15	0.0%	26	0.0%
Equity in losses of associate s	(173)	-0.5%	(508)	(1.7%)	(1,388)	(1.0%)	(1,038)	(1.0%)

Impairmentlossesinassociates(6,970) -20.6%- 0.0%(6,970) (4.9%)-0.0%

Profit/(loss) before tax (4,080) -12.1% 3,625 11.8% 12,407 8.8% 14,807 13.9%

Incometaxexpense1,413 4.2% 1,932 6.3% 9,870 7.0% 6,4726.1%

Profit/(loss)

$ (5,493)

-16.3% $

1,693

5.5% $

2,537

1.8% $

8,335

7.8%

Profit/(loss) attributable to: Equity holde rs of the Company

$ (4,922)

-14.6% $

1,804

5.9% $

3,254

2.3% $

8,607

8.1%

Non-controllinginterests(571) -1.7% (111) (0.4%) (717) (0.5%) (272)(0.3%)

Profit/(loss)

Othe r compre he nsive income : Profit/(loss)

$ (5,493)

$ (5,493)

-16.3% $

-16.3% $

1,693

1,693

5.5% $

5.5% $

2,537

2,537

1.8% $

1.8% $

8,335

43.7%

8,335

7.8%

7.8%

Currencytranslationdifferences15 0.0% 29 0.1% (96) (0.1%) 1020.1%

Comprehensive profit/(loss)

$ (5,478) -16.2%

$ 1,722 5.6%

$ 2,441 1.7% $

8,437

7.9%

Total compre he nsive profit/(loss) attributable to: Equity holde rs of the Company $

(4,879)

-14.4% $

1,827

6.0% $

3,186

2.3% $

8,675

8.1%

Non-controlling interests (599) -1.8% (105) (0.3%) (745) (0.5%) (238) (0.2%)

Comprehensive profit/(loss)

$ (5,478) -16.2%

$ 1,722 5.6%

$ 2,441 1.7% $

8,437

7.9%

Profit/(loss) per share attributable to e quity holders of the Company:

Ame rican de positary share s (1)	$ (0.23)	$ 0.10	$ 0.15	$ 0.46
Ordinary share s	$ (0.12)	$ 0.05	$ 0.07	$ 0.23

Share s use d in computing profit pe r share :

Ame rican de positary share s (1)	23,516.4	18,738.6	21,989.1	18,738.6
Ordinary share s	47,032.8	37,477.3	43,978.2	37,477.3

(1) On Ma y 2, 2012, the Compa ny compl e te d the ini ti a l publi c offe ri ng of its Ame ri ca n de pos ita ry s ha re s re pre s e nting ordina ry s ha re s a nd i s now l is te d on NYSE MKT unde r the s tock s ymbol "AQ." Purs ua nt to our re gi s tra ti on s ta te me nt fil e d wi th the U.S. Se curi ti e s a nd Excha nge Commi s s i on, e a ch Ame ri ca n de pos ita ry s ha re pre s e nte d i n the c ons oli da te d s ta te me nt of compre he ns i ve income re pre s e nts two ordi na ry s ha re s outs ta ndi ng.

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A cqui ty Grou p Li mi te d

Consoli date d State me n ts of Fi nan ci al Positi on - Unaudite d

(A mounts i n thou sands)

A sse ts

N on -curre nt asse ts:

De ce m be r 31, 2012 De ce mb e r 31, 2011

Prope rty and e quip me n t, ne t

$ 5,872 $

3,648

Intan gi bl e asse ts 23,849 26,428

Othe r non-curre nt asse ts 87 74

Inve stm e nt i n associate s 189 3,887

De fe rre d tax asse ts 5,985 4,521

35,982 38,558

Cu rre nt asse ts:

Trad e re ce i vable s	26,641		19,906
Unbil l e d re ce ivable s	9,865		8,056
Due from custom e rs und e r fix e d-pri ce contracts	62		456
Pre paym e nts and othe r re ce ivable s	1,852		3,186
Re stricte d cash	-		2,600
Cash and cash e quivale nts	36,454		6,875
	74,874		41,079

Total asse ts

$ 110,856 $

79,637

Eq uity and l iabi li tie s

Equi ty:

Issue d capi tal	$ 5		$ 4
Capi tal re se rve	96,577		71,030
Othe r comp re he nsi ve i ncom e	-		68
Re tai ne d profi t/(l oss)	(4,159)		(7,413)
Equity attributable to e quity holde rs of the Company	92,423		63,689
N on-controll i ng inte re sts	-		745
Total e quity	92,423		64,434

N on -curre nt l iabi li tie s:

Othe r non-curre nt l i abi l iti e s 6,590 5,379

6,590 5,379

Cu rre nt li abil i tie s:

Trad e payabl e s	2,343		1,589
Othe r payable s and accrual s	8,508		8,159
Due to custom e rs u nde r fi xe d-price con tracts	154		41
A ccrue d incom e taxe s	838		35
	11,843		9,824
Total liabilitie s	18,433		15,203
Total e quity and liabilitie s	$ 110,856		$ 79,637

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Acquity Group Limited

Consolidated Statements of Changes in Equity - Unaudited

(Amounts in thousands)

Other comprehensive

Retained profit/

Equity attributable to equity holders of

Non-controlling

Issued capital Capital reserve income (losses) Company interests Total equity

As of 1 January 2011

$ 4 $

71,030 $

- $ (16,020) $

55,014 $

983 $

55,997

Profit/(loss) for the period - - - 8,607 8,607 (272) 8,335

Othercomprehensiveincome- - 68 - 68 34 102 Totalfortheperiod- - 68 8,607 8,675 (238) 8,437

As of 31 December 2011

$ 4 $

71,030 $

68 $

(7,413) $

63,689 $

745 $

64,434

Profit/(loss) for the period - - - 3,254 3,254 (717) 2,537

Other comprehensive income - - (68) - (68) (28) (96) Issuance of American depositary shares (1)1 28,666 - - 28,667 - 28,667

Americandepositarysharesofferingcosts(1)- (3,119) - - (3,119) - (3,119) Totalfortheperiod1 25,547 (68) 3,254 28,734 (745) 27,989

As of 31 December 2012

$ 5 $

96,577 $

- $ (4,159) $

92,423 $

- $ 92,423

(1) During the three month period ended June 30, 2012, the Compa ny recorded a n a dditiona l is s ued ca pita l a nd ca pita l res erve rela ted to the is s ua nce of the Compa ny's IPO of America n depos ita ry s ha res , which bega n tra ding on NYSE MKT on April 27, 2012, a nd wa s offs et by cos ts a s s ocia ted with the IPO in a ccorda nce with IFRS rules .

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Acquity Group Limited

Consolidated Statements of Cash Flows - Unaudited

(Amounts in thousands)

Non-cash:

Twelve Month Periods Ended

Working capital adjustments:

Investing activities:

Purchase of property and equipment	(4,424)		(2,388)
Purchase of intangible assets	-		(158)
(Increase)/decrease in restricted cash	2,600		(2,600)
Investment in associates	(4,762)		(4,822)
Loan to associate	-		(247)
Net cash flows used in investing activities	(6,586)		(10,215)

Financing activities:

Proceeds from issuance of American depositary shares	28,667		-
Payment of costs associated with initial public offering	(2,470)		-
Net cash flows generated from financing activities	26,197		-
Net increase/(decrease) in cash and cash equivalents	29,579

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Acquity Group Limited

Reconciliation of Non-IFRS Financial Measures to IFRS Profit - Unaudited (1)

(Amounts in thousands, except per share data)

Three Month Periods Ended Twelve Month Periods Ended

December 31, 2012 December 31, 2011 December 31, 2012 December 31, 2011

IFRS profit/(loss) attributable to equity holders, as reported $

(4,922) $

1,804 $

3,254 $

8,607

Finance costs, net (6) 7 (15) (26) Income tax expense 1,413 1,932 9,870 6,472

Depreciation and amortization:

Property and equipment 647 429 2,200 1,436

Intangible assets 644 645 2,579 2,533

Costs associated with initial public offering (2)- 354 2,120 1,207

Equity in losses of associates 173 508 1,388 1,038

Impairment losses in associates attributable to equity

holders 6,426 - 6,426 -

Non-IFRS adjusted EBITDA

$ 4,375 $

5,679 $

27,822 $

21,267

Three Month Periods Ended Twelve Month Periods Ended

December 31, 2012 December 31, 2011 December 31, 2012 December 31, 2011

I

Amortizationofintangibleassets644 645 2,579 2,533

Non-IFRS operating profit

$ 3,703 $

5,139 $

25,451 $

19,559

Three Month Periods Ended

Twelve Month Periods Ended

December 31, 2012 December 31, 2011 December 31, 2012 December 31, 2011

IFRS profit/(loss) attributable to equity holders, as reported $

(4,922) $

1,804 $

3,254 $

8,607

Costs associated with initial public offering (2)- 354 2,120 1,207

Amortization of intangible assets, net of tax 380 393 1,522 1,545

Impairment losses in associates attributable to equity

holders6,426 - 6,426 -

Non-IFRS adjusted profit

$ 1,884 $

2,551 $

13,322 $

11,359

Adjusted profit per share attributable to equity holders of the Company:

Shares used in computing profit per share:

American depositary shares (3)	23,516.4	18,738.6	21,989.1	18,738.6
Ordinary shares	47,032.8	37,477.3	43,978.2	37,477.3

(1)

(2)

The Compa ny includes thes e a djus ted ca lcula tions for the three a nd twelve month periods ended December 31, 2012 a nd December 31, 2011 beca use ma na gement believes they a re useful to inves tors in tha t the y provide for grea ter tra nspa rency with re spect to supplementa l informa tion used by ma na gement in its fina ncia l a nd opera tiona l decis ion ma king.

Accordingly, the Compa ny believes tha t the pre senta tion of this a na lysis, when us ed in conjunction with IFRS fina ncia l mea sures , is a useful fina ncia l a na lys is tool tha t ca n a s sist inves tors in a ss ess ing the Compa ny's opera ting performa nce a nd underlying prospe cts . This a na lysis s hould not be cons idere d in is ola tion or a s a subs titute for profit/(los s) prepa red in a ccorda nce with IFRS. This a na lysis, a s well a s the other informa tion in this pres s relea s e, s hould be rea d in conjunction with the Compa ny's fina ncia l s ta tements a nd re la ted footnotes conta ined in the docume nts tha t the Compa ny files with the U.S. Securities a nd Excha nge Commis sion.

The three a nd twelve month periods ended De cember 31, 2012 a nd December 31, 2011 include costs a ss ocia ted with the Compa ny's IPO of America n depos ita ry sha res , which bega n tra ding on NYSE MKT on April 27, 2012. The Compa ny recorded this cha rge in a ccorda nce with IFRS rules, which a llow the Compa ny to (1) fully ca pita lize costs directly a ttributa ble to the IPO a nd (2) ca pita lize a portion of cos ts indirectly a ttributa ble to the IPO, ba sed on the size of the offering.

(3) On Ma y 2, 2012, the Compa ny completed the initia l public offering of its America n depos ita ry sha res repres enting ordina ry s ha res a nd is now listed on NYSE MKT under the s tock s ymbol "AQ." Purs ua nt to our registra tion s ta tement filed with the Securities a nd Excha nge Commis sion, ea ch America n depos ita ry sha re pres ented in the Reconcilia tion of Non-IFRS Fina ncia l Mea sures to IFRS Profit repres ents two ordina ry s ha res outsta nding.

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