Print page     E-mail page

Please note that the conversion process has changed as a result of eTelecare's listing on the Philippines Stock Exchange (PSE). The below instructions are applicable to conversions subsequent to the PSE listing.

1. Obtain applicable documentation required by eTelecare's transfer agent in order to transfer shares from shareholders name into the name of the Depositary. See Exhibit A hereto. Please note for non-resident foreign shareholders, without a Philippines custodian or agent, the endorsed certificate and all supporting documents need to be consularized (Certified by Consulate General of Philippines for all shareholders located outside of the Philippines)
2. Complete Depositary Request for Conversion attached hereto as Exhibit B.
3. Fax Depositary Request for Conversion to Deutsche Bank Trust Company Americas at +1 732-544-6346.
4. Mail the following to Deutsche Bank AG Manila (see address below):
   1. Endorsed original shareholder certificate
   2. Stock transfer form as attached hereto as Exhibit C.
   3. All documentation required under Item 1 above.
   4. Completed Depositary Request for Conversion in the form attached hereto as Exhibit B.
   5. Check payable to Deutsche Bank AG Manila for payment of Depositary and/or Transfer Agent Fees. Required fees are as follows:
      
      

      Cancellation of old certificates	- US $1.00 per certificate
      Issuance of new certificate	- US $5.00 per certificate
      DBMN Charge for Lodgment/ Upliftment:	- US $25.00 per transaction
      PDTC / Transfer Agent	- US $11.00 per certificate
      Issuance of ADRs	- US $0.05 per ADR

   6. All items listed in 4.A-E above should be mailed to the following address:
      Deutsche Bank AG Manila Branch
      23/F Tower One, Ayala Triangle
      Philippine Stock Exchange Plaza
      Makati City, Philippines
      Attention: Securities & Custody Operations

5. Deutsche Bank AG Manila will forward your original share certificate and required transfer agent documentation onto eTelecare's transfer agent to be re-registered in the name of Deutsche Bank AG Manila Branch on behalf of Deutsche Bank Trust Company Americas.
6. Upon receipt of all necessary documentation the transfer agent will re-register the shares and send re-registered certificate to Deutsche Bank AG Manila.

Upon receipt of re-registered shares in the name of "Deutsche Bank AG Manila Branch on behalf of Deutsche Bank Trust Company Americas", Deutsche Bank Trust Company Americas will attempt to deliver the ADRs to your US counterparty. All ADR issuance transactions which settle in DTC must have matching receive instructions in place. The below criteria must be included in your instructions to your US counterparty:

• Cusip 29759R102
• number of shares in terms of ADRs
• receive from DTC 2655 (DBTCA ADRs DTC #)

Please note that transactions are expected to settle within three days of the trade date provided that all required documents are submitted. Please note, any questions can be directed to Diane Krivda at DBTCA phone 212-250-9100 or email adr@db.com.

Please note for non-resident foreign shareholders, without a Philippines custodian or agent, the endorsed certificate and all supporting documents need to be consularized (Certified by Consulate General of Philippines for all shareholders located outside of the Philippines)

1. Documentary Requirements

1. Local Corporation
   1. Certified True Copies of:
      1. SEC registration
      2. Articles of Incorporation
      3. Corporate By-Laws
   2. Board Resolution/Secretary Certificate naming the authorized signatories in relation to the re-registration or conversion to ADR
   3. Board Resolution/Secretary's Certificate should show the specimen signature beside the names of the authorized signatories. In the absence of signatures on the board resolution/secretary's certificate, specimen signature cards duly authenticated by the corporation's Corporate Secretary must be attached to the Resolution/Secretary's Certificate.

      Note: The authority to sign could be a general authority or specific to the re-registration or conversion of common shares to ADR

   4. Notice of Address or Nationality
2. Foreign Corporation doing business in the Philippines
   1. Same as requirements under A {1-3}
   2. Certified True Copy of the SEC Registration to do business in the Philippines
   3. Notice of Address and Nationality
   4. Transmittal Letter from agent bank
3. Non-Resident Foreign Corporation with Local Custodian Bank/Philippine Agent
   1. Certified True Copy of the signed Custody Agreement with beneficial holder or Special Power of Attorney.
   2. Certified True Copies of A (1-3) or equivalent documents
   3. Certified True Copy of beneficial client's instruction to local custodian bank/Philippine Agent.
4. Non-Resident Foreign Corporation without Local Custodian Bank/Philippine Agent
   1. Same as requirements under A {1-3} but must be consularized
   2. Consularized copy of Beneficial Client's Instruction Letter showing:
      1. Re-Registration details; or
      2. Conversion instruction and in whose name the ADRs will be issued.
5. Third Party arrangements (between registered beneficial holders, a foreign agent bank/global custodian and local custodian bank)
   1. Certified True Copy of the signed Custody Agreement between Foreign Agent Bank and Local Custodian Bank
   2. Certified True Copies of A {1-3} or equivalent documents of Foreign Agent Bank
   3. Certified True Copy of Foreign Agent Bank's authenticated instruction to local custodian bank.
   4. Certified True Copy of Instruction Letter showing details of re-registration instruction/conversion instruction.
6. Common Shares Held in Trust
   1. Refer to requirements A {1-3} from the registered holder
   2. Certified True Copy of the Trust Agreement between the Trustee Bank and the Shareholder.
7. Individual Accounts
   1. Identification Documents (at least 2 government-issued IDs (Passport/Driver's License/SSS ID) Employment ID
   2. Specimen signature cards specifying address and nationality
   3. Notice of Address and Nationality
   4. Transmittal Letter from Agent Bank/Broker

Please note that should you have any questions about this process, please contact Diane Krivda at DBTCA phone 212-250-9100 or email adr@db.com.

Deutsche Bank Trust Company Americas
60 Wall Street
New York, NY 1005
Attn: ADR Department
Fax: +1-732-544-6346
Register and Transfer Agency Department


Deutsche Bank AG, Manila
Floor 23, Tower One
Ayala Triange, Ayala Avenue
Makati City
Philippines
Attn: Celia Orbeta
Fax: +632 894 6977


Dear Sirs

REQUEST FOR CONVERSION ("REQUEST FOR CONVERSION") OF COMMON SHARES OF ETELECARE GLOBAL SOLUTIONS, INC. (the "COMPANY") INTO AMERICAN DEPOSITARY RECEIPTS ("ADSs") ISSUED UNDER THE ADR PROGRAM OF THE COMPANY ("ADR PROGRAM")

Reference is made to the deposit agreement entered into between the Company and Deutsche Bank Trust Company Americas, as depositary bank (the "Depositary"), dated as of April 2, 2007, with respect to the ADR Program ("Deposit Agreement"). Unless otherwise specified, terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Deposit Agreement. The undersigned hereby confirms to you that the statements made herein are true and complete and represents, warrants and certifies to you that:

1. I am/we are the beneficial owner of the number of common shares of the Company being deposited hereunder, as set forth in Schedule A attached hereto (the "Common Shares");
2. Non-Affiliate/Affiliate Status (Please check the applicable box):

   [ ] A. I am/We are not a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company.

   [ ] B. I am/We are a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company.

3. Status of the Common Shares (Please check the applicable box):

   [ ] A. I/We acquired the Common Shares in a transaction other than from the Company or an Affiliate of the Company, and I/we certify that such Common Shares are not "restricted securities" as defined in the Deposit Agreement.

   [ ] B. I/We acquired the Common Shares from the Company or an Affiliate of the Company in an offshore transaction meeting the requirements of Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act"), and I/we certify that I/we are not a U.S. person and have held such Common Shares for a minimum period of 40 days from the time of such acquisition and such Common Shares are not "restricted securities" as defined in the Deposit Agreement.

   [ ] C. I/We acquired the Common Shares from the Company pursuant to the eTelecare Global Solutions, Inc. Amended and Restated Key Employees' Stock Option Plan and/or 2006 Stock Incentive Plan, and I/we certify that such Common Shares have been registered under the Securities Act pursuant to a Registration Statement on Form S-8.

   [ ] D. I/We acquired the Common Shares from the Company or an Affiliate of the Company in a "private placement" in reliance on Section 4(2) of the Securities Act and have held such Common Shares above for a period of more than two years (such period calculated in accordance with Rule 144(d) of the Securities Act).

   [ ] E. I/We acquired the Common Shares from the Company or an Affiliate of the Company in a "private placement" in reliance on Section 4(2) of the Securities Act and have held such Common Shares for a period of more than one year and less than two years (such period calculated in accordance with Rule 144(d) of the Securities Act).

   [ ] F. I/We acquired the Common Shares directly from the Company prior to April 2, 2007 pursuant to the eTelecare Global Solutions, Inc. Amended and Restated Key Employees' Stock Option Plan pursuant to Rule 701 of the Securities Act; I/We have not solicited or arranged for the solicitation of, and I/we will not solicit or arrange for the solicitation of, orders to buy the ADSs to be issued on deposit of the Common Shares in anticipation of or in connection with the issue thereof and have sold such ADSs to a person as provided in Rule 144(f) under the Securities Act; and I/We have not made, and will not make, any payment in connection with the issue of such ADSs to any other person other than the usual and customary fees of the broker through which such ADSs were sold or the Depositary.

4. (This paragraph 4 is only applicable if box 2.B and/or box 3.E above have been checked):

   (i) At the time of (and including) the issuance of ADSs for my/our account, upon deposit of the Common Shares, the aggregate number of shares sold by me/us for my/our account and by or for the account of any person whose sales are required by Rule 144(a)(2) and Rule 144(e)(3) under the Securities Act to be aggregated with my/our sales (except those sold pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under Securities Act and not involving a public offering) during the preceding three months does not exceed the limit specified in Rule 144(e)(i) under the Securities Act.

   (ii) I/We have not solicited or arranged for the solicitation of, and I/we will not solicit or arrange for the solicitation of, orders to buy the ADSs to be issued on deposit of the Common Shares in anticipation of or in connection with the issue thereof and have sold such ADSs to a person as provided in Rule 144(f) under the Securities Act.

   (iii) I/We have not made, and will not make, any payment in connection with the issue of such ADSs to any other person other than the usual and customary fees of the broker through which such ADSs were sold or the Depositary.

   (iv) I am/We are not an "underwriter" with respect to the Common Shares and this request is not part of any "distribution" of Shares, as those terms are used in Section 2(11) of the Securities Act.

   (v) I am/We are not aware of any material information with regard to the Company which has not been publicly disclosed.

   (vi) Prior to or concurrently with the placing of an order to sell part or all of the Common Shares, in the form of ADSs, I/We have transmitted, or will transmit to the Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549, three signed copies of the Notice of Proposed Sale of Securities Pursuant to Rule 144(h) (the "Form 144") and one signed copy of such Notice to the principal exchange on which the ADSs are admitted to trading at such time.

   (vii) It is my/our bona fide intention to sell the Common Shares, in the form of ADSs, within a reasonable time after the transmittal of the Form 144 referred to in subparagraph (vi) above.

5. If the undersigned is an employee of the Company, I/we hereby certify that any offer or sale of the Common Shares, in the form of ADSs, will be conducted in compliance with the Insider Trading Policy of eTelecare Global Solutions, Inc.
6. I/We hereby represent and warrant that (i) the Common Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by me/us, (ii) all preemptive (and similar) rights, if any, with respect to such Common Shares have been validly waived or exercised by me/us, (iii) I/we are duly authorized to make this deposit, (iv) the Common Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon this deposit will not be, Restricted Securities, (v) the Common Shares presented for deposit have not been stripped of any rights or entitlements, and (vi) the Common Shares are not subject to any lock-up agreement with the Company or other party. We acknowledge that such representations and warranties shall survive the deposit hereunder and any subsequent withdrawal of Common Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs.
7. I/We hereby request and irrevocably instruct, by delivery of this Request for Conversion and the duly executed Instrument of Transfer attached hereto, acting with full power and authority hereunder and by way of written instruction to Professional Stock Transfer, Inc., as duly-appointed transfer agent of the Company ("Transfer Agent"), the re-registration by Professional Stock Transfer, Inc., as duly-appointed share registrar of the Company ("Share Registrar") of the number of Common Shares set forth in Schedule A attached hereto currently registered in my/our name on the Register of Members of the Company and to cause the re-registration of the number of Common Shares set forth in Schedule A attached hereto into the name of Depositary. We further instruct you to deliver evidence of such re-registration by way of extract of the Register of Members to the Transfer Agent for further delivery to Deutsche Bank AG, Manila, as appointed custodian for the Depositary (the "Custodian"), with a copy thereof furnished to the Depositary and the Company, for the purposes of conversion of the number of Common Shares set forth in Schedule A attached hereto into the number of ADRs set forth in schedule a attached hereto in accordance with the provisions of the Deposit Agreement and the delivery instructions set forth in the Schedule hereto.
8. Attached to this Request for Conversion is a duly executed Instrument of Transfer with respect to the Common Shares to be deposited in accordance herewith.
9. In the event I/we are an Affiliate of the Company, I/we are attaching hereto i) a duly-completed copy of the Form 144 executed by me/us (in accordance with Section 4 paragraph (vi) above), ii) a duly-completed affiliate representation letter executed by me/us, and iii) a duly-completed broker representation letter relating to the transfer and deposit of Common Shares requested hereunder for the sale of Common Shares in the form of ADSs executed by the broker performing such sale on my/our behalf (in accordance with Section 4, paragraph (iii) above).
10. Upon confirmation of re-registration of the Common Shares into the name of the Depositary in accordance with paragraph 7 above, I/we hereby instruct the Depositary to deliver the number of ADRs represented by ADSs set forth in Schedule A attached hereto in accordance with the delivery instructions set forth in Schedule A attached hereto.
11. In performing the above actions, neither the Depositary nor the Custodian will be liable for mutilation, interruption, omissions, errors, or delays incurred in the transmission/mails, the act of any telegraph, cable or wireless company or any employee thereof, or any cause beyond your control.
12. This Shareholder Request for Conversion is governed under the laws of the State of New York.