The following information does not contain all information that may be important to you. For more complete information, we highly recommend that you read the entire deposit agreement and the form of American Depositary Receipt, which contains the American Depositary Receipts terms.
What is an American Depositary Receipt (ADR)?
An American Depositary Receipt (ADR) is a U.S. dollar denominated negotiable certificate that represents ownership of shares in a non-U.S. company.
Each ADR is issued by a U.S. depositary bank (which is a bank in the United States which oversees all the stock transfer and agency services in connection with a depositary receipt program) and represents one or more shares of a foreign stock or a fraction of a share. If investors own an ADR they have the right to obtain the foreign stock it represents, but U.S. investors usually find it more convenient to own the ADR. The price of an ADR is often close to the price of the foreign stock in its home market, adjusted for the ratio of ADRs to foreign company shares. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investors.
Fresenius ADRs represent Fresenius’ local shares deposited with the depositary bank (Deutsche Bank Trust Company Americas), to underlie such certificates and carry the rights attached to them as detailed in the Depositary Agreement. Holders of ADRs receive dividends in U.S. dollars and have the right to vote on shareholders resolutions, where applicable.
What is the difference between an ADR and an ADS?
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 (American Depositary Share) is the share issued under the ADR agreement which is actually traded. Although the terms ADR and ADS are often used interchangeably, the difference is that an ADR is the certificate while the ADSs are the shares.
What are the benefits of ADRs to U.S. investors?
U.S. investors may prefer to purchase ADRs rather than local shares in the issuer’s home market because ADRs trade, clear and settle in U.S. Dollars and according to U.S. market conventions. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information. Holders of ADRs also receive dividends in U.S. dollars.
What is an ADR ratio?
The ADR ratio is the relation between the number of ADRs and the number of local shares. Four Fresenius ADRs represent one Fresenius local share, i.e. the ratio is 4:1. The ratio was changed in conjunction with the stock split on August 1, 2014, becoming effective on August 4, 2014. Before that the ADR ratio was 8:1.
How can I buy Fresenius ADRs?
Fresenius ADRs can be purchased like any other stocks, through your U.S. banks and brokers.
Where are Fresenius ADRs traded?
Fresenius ADRs are traded in the U.S. OTC (over the counter) market under the ticker symbol FSNUY. The Cusip Number is 35804M105.
What is an OTC Market?
The OTC market is the market for over-the-counter securities in the United States. This is where sponsored Level I ADR programs are traded.
How are dividends paid?
ADR holders will receive the dividend in U.S. dollars. The depositary bank typically announces the final ADR dividend rate following conversion into U.S. dollars. ADR rates and pay dates will be published on www.adr.db.com
Where do I get information and updates on Fresenius?
Financial and stock information is available here.
Trading information is readily available on our depositary bank’s website and on the website of OTC Markets.
Who is Fresenius’ depositary bank, transfer agent, registrar and exchange agent for ADR shares?
Fresenius’ ADR program is administered by Deutsche Bank Trust Company Americas (Deutsche Bank). As the depositary bank, Deutsche Bank 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,
- 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 Depositary Agreement,
- Issues and cancels Fresenius American Depositary Receipts (ADRs),
- Can distribute Company circulars and General Meetings (including Annual General Meeting) documentation, if applicable.
For those holders who are not registered because their ADRs are held through a ‘Street name’ (nominee account), your nominee will receive Company documents from time to time from Deutsche Bank 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).
How can I contact Deutsche Bank?
Contact details for ADR brokers & institutional investors:
US - Tel: +1 212 250 9100
UK - Tel: +44 207 547 6500
e-mail: adr@db.com
Contact details for registered ADR Holders
Deutsche Bank Shareholder Services
American Stock Transfer & Trust Company
Peck Slip Station
P.O. Box 2050
New York, NY 10272-2050
e-mail: DB@amstock.com
Toll-free number: +1 800 937 5449
Direct Dial: +1 718 921 8124
http://www.amstock.com/
How do I convert my local shares into ADRs?
Converting local shares into ADRs must be done through a broker, investment advisor or directly through Deutsche Bank Trust Company Americas. You can contact Deutsche Bank broker services desk on +1 212 250 9100 or +44 207 547 6500, or by email on adr@db.com.
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 our transfer agent:
Deutsche Bank Shareholder Services
American Stock Transfer & Trust Company
Peck Slip Station
P.O. Box 2050
New York, NY 10272-2050
e-mail: DB@amstock.com
Toll-free number: +1 800 937 5449
Direct Dial: +1 718 921 8124
What if I have more than one ADR certificate? Can they be combined?
Yes. Certificates can be combined by contacting our transfer agent:
Deutsche Bank Shareholder Services
American Stock Transfer & Trust Company
Peck Slip Station
P.O. Box 2050
New York, NY 10272-2050
e-mail: DB@amstock.com
Toll-free number: +1 800 937 5449
Direct Dial: +1 718 921 8124
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