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Contract analysis / draft-depositary-fee-schedule.docx
draft-depositary-fee-schedule.docx
1032-00003 · 16 clauses
High · 0 Medium · 4 Standard · 11
Section 1: Annual Depositary Service Fee Medium
⚑ Notice / time limit to track
Section 1: Annual Depositary Service Fee 1.1 Each ADS Holder shall pay to the Depositary an annual depositary service fee of $0.05 per ADS held as of the applicable record date established by the Depositary for purposes of collecting such fee (the "Annual Fee"). 1.2 The Annual Fee covers the administration of the American Depositary Receipts program, including, without limitation: (a) the maintenance and updating of
Section 2: Issuance Fees (Deposit of Ordinary Shares / Issuance of ADSs) Standard
⚑ Commercial term
Section 2: Issuance Fees (Deposit of Ordinary Shares / Issuance of ADSs) 2.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) issued upon the deposit of Ordinary Shares with the Custodian and the issuance of the corresponding ADSs (the "Issuance Fee"). 2.2 Applicability. The Issuance Fee shall be payable by the person depositing Ordinary Shares with the Custodian or the person recei
Section 3: Cancellation Fees (Surrender of ADSs / Withdrawal of Ordinary Shares) Standard
⚑ Commercial term
Section 3: Cancellation Fees (Surrender of ADSs / Withdrawal of Ordinary Shares) 3.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) surrendered for cancellation and withdrawal of the deposited Ordinary Shares underlying such ADSs (the "Cancellation Fee"). 3.2 Applicability. The Cancellation Fee shall be payable by the ADS Holder surrendering ADSs for cancellation, including, witho
Section 4: Cash Distribution Fee Standard
⚑ Commercial term
Section 4: Cash Distribution Fee 4.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing cash dividends or other cash distributions to ADS Holders (the "Cash Distribution Fee"). 4.2 Deduction from Distributions. The Depositary may deduct the Cash Distribution Fee from the gross cash amount otherwise distributable to ADS Holders before remitting the net amount of such d
Section 5: Stock Distribution / Rights Distribution Fee Standard
⚑ Commercial term
Section 5: Stock Distribution / Rights Distribution Fee 5.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing ADSs to ADS Holders pursuant to stock dividends, free distributions, or the exercise of rights (the "Stock Distribution Fee"). 5.2 The Stock Distribution Fee shall apply to any distribution of additional ADSs to ADS Holders, whether in connection with a stock
Section 6: Depositary Services Fee for Distributions Other Than Cash or Stock Standard
⚑ Commercial term
Section 6: Depositary Services Fee for Distributions Other Than Cash or Stock 6.1 The Depositary shall charge a fee of up to $5.00 per 100 ADSs (or fraction thereof) for distributing securities or property other than ADSs or cash to ADS Holders (the "Non-Cash Distribution Fee"). 6.2 The Non-Cash Distribution Fee shall apply to any in-kind distribution of property, securities, or other assets to ADS Holders, including
Section 7: Transfer and Registration Fees Standard
⚑ Commercial term
Section 7: Transfer and Registration Fees 7.1 ADS Holders shall pay, or reimburse the Depositary for, any transfer and registration fees charged in connection with the transfer and registration of Ordinary Shares on the Company's share register (Aktienregister) or the books of any foreign registrar, transfer agent, or depositary maintained in connection with the Ordinary Shares, in each case in connection with the de
Section 8: Expenses and Charges of the Custodian Medium
⚑ Notice / time limit to track
Section 8: Expenses and Charges of the Custodian 8.1 ADS Holders shall be responsible for reimbursing the Depositary for any fees, charges, costs, or expenses incurred by the Depositary's Custodian in Germany in connection with the safekeeping, administration, and servicing of the deposited Ordinary Shares. Such expenses shall be passed through to ADS Holders at cost, without markup by the Depositary, and shall inclu
Section 9: Taxes, Duties, and Other Governmental Charges Medium
⚑ Forum / governing law
Section 9: Taxes, Duties, and Other Governmental Charges 9.1 ADS Holders shall be liable for any tax, duty, levy, assessment, or other governmental charge (collectively, "Taxes") payable by or on behalf of the Depositary, the Custodian, or any sub-custodian in respect of: (a) the ADSs, the ADRs, the Deposit Agreement, or the deposited Ordinary Shares; (b) any transaction or event relating to the ADSs, including, with
Section 10: Currency Conversion Expenses Standard
⚑ Commercial term
Section 10: Currency Conversion Expenses 10.1 ADS Holders shall be responsible for all fees, costs, spreads, and expenses incurred by the Depositary or the Custodian in connection with the conversion of foreign currency (euro, "EUR") into United States dollars ("USD") for distribution to ADS Holders, including any transaction fees, dealer spreads, or commissions charged by the financial institution or currency broker
Section 11: Cable, Telex, Facsimile, and Electronic Transmission Charges
Section 11: Cable, Telex, Facsimile, and Electronic Transmission Charges 11.1 ADS Holders shall reimburse the Depositary for any and all expenses incurred by the Depositary or the Custodian in connection with the transmission of communications, instructions, or information by cable, telex, facsimile, SWIFT, or electronic transmission (including secure internet-based communication platforms) in connection with: (a) th
Section 12: Reimbursement of Company Payments to the Depositary Standard
⚑ Commercial term
Section 12: Reimbursement of Company Payments to the Depositary 12.1 ADS Holders should be aware that the Depositary may, from time to time, receive reimbursement from the Company for certain expenses relating to the establishment and ongoing maintenance of the ADR program. The existence and nature of any such reimbursement arrangement are disclosed in this Fee Schedule for the benefit of ADS Holders and Beneficial O
Section 13: Summary of Permitted Direct Charges by the Depositary Standard
⚑ Commercial term
Section 13: Summary of Permitted Direct Charges by the Depositary For the convenience of ADS Holders, the following table summarizes the maximum fee amounts per service that the Depositary is entitled to charge ADS Holders under this Fee Schedule: The Depositary reserves the right to charge less than the maximum amounts set forth in the table above. The actual amounts charged may vary from transaction to transaction
Section 14: Right to Amend Fee Schedule Standard
⚑ Commercial term
Section 14: Right to Amend Fee Schedule 14.1 The Depositary reserves the right to amend this Fee Schedule from time to time in its sole discretion, including, without limitation, the right to increase, decrease, add, eliminate, or otherwise modify any fee, charge, or expense set forth herein. 14.2 Any amendment to this Fee Schedule shall become effective upon not less than thirty (30) days' prior notice to ADS Holder
Section 15: Manner of Payment Standard
⚑ Commercial term
Section 15: Manner of Payment 15.1 All fees, charges, and expenses payable by ADS Holders pursuant to this Fee Schedule shall be payable in United States dollars. To the extent that any fee, charge, or expense is denominated in or payable in a currency other than United States dollars, such fee, charge, or expense shall be converted into United States dollars at the exchange rate determined by the Depositary in its r
Section 16: Contact Information Medium
⚑ Forum / governing law
Section 16: Contact Information For inquiries regarding the fees, charges, and expenses set forth in this Fee Schedule, or for general information regarding the ADR program, ADS Holders may contact: Depositary: Meridian Trust Company, N.A. Depositary Receipts Division 101 Barclay Street New York, NY 10286 Attention: Patricia Novak, Vice President, Depositary Receipts Telephone: (212) 815-2050 Email: depositary.receip