Investor FAQ:
ADR Program for U.S. Investors
What is the difference between an ADR and an ADS?
An American Depositary Receipt (ADR) is a negotiable certificate issued by a U.S. depositary bank that represents a specific number of shares in a foreign security. ADRs are traded on a U.S. exchange and traded in U.S. dollars. An American Depositary Share (ADS) represents the underlying security in the issuer's home market that is issued to an investor via a depositary receipt. The terms are used synonymously.
Why should I invest in an ADR?
ADRs are an excellent opportunity for U.S. investors to purchase shares in a foreign company without incurring complications of currency valuations and regulatory variations found in purchasing shares of a non-U.S. company in its home market. ADRs allow a straightforward and uncomplicated comparison of similar companies in foreign markets while establishing dividends and capital gains in U.S. dollars. Further, ADR holders value that issuing companies must comply with SEC requirements, provide financial reporting in English, and abide by U.S. GAAP standards.
Where are SAP ADRs traded?
SAP ADRs are traded on the NYSE under the symbol, "SAP."
What is the ratio between SAP's ADR and underlying ordinary share?
Following the change in share capital, which went into effect as of December 21, 2006, one SAP ADR represents one SAP ordinary share.
How can I buy SAP ADRs?
Similar to any other U.S. security, SAP ADRs may be purchased through a broker. Alternatively, SAP ADRs may be purchased by using the DB-Direct Investor Services Program (LINK to: www.adr.db.com/Shared/dbdirect.asp) of Deutsche Bank,which administers SAP's ADR program. DB-Direct allows an investor to transact depositary receipts at reduced costs – without the need for a broker – and facilitates direct share purchases and dividend reinvestments for investors.
DB-Direct is not an offer by SAP to sell or a solicitation by SAP to purchase SAP ADRs but is solely sponsored and administered by Deutsche Bank.
How can I contact Deutsche Bank?
Deutsche Bank may be contacted at:
Deutsche Bank Trust Company Americas
SAP AG ADR Processing Unit
c/o Mellon Investor Services
480 Washington Blvd.
Jersey City, NJ 07310
Telephone: +1-877-484-5046
www.melloninvestor.com
shrrelations@mellon.com
How do I convert my ordinary shares into ADRs?
Converting ordinary shares into ADRs must be conducted through a broker, an investment advisor, or through Deutsche Bank, SAP's ADR depositary.
Where can I find out how many ADRs I have?
If you participate in the DB-Direct plan, Deutsche Bank's ADR processing unit at Mellon Investor Services can provide information relating to your ADR holdings. For those holders whose shares are registered through a broker (nominee) account, please contact your nominee for information relating to your ADR holdings.
Do I always receive a certificate with the purchase of my ADRs?
How can I obtain a traditional certificate?
SAP ADRs represent ownership of shares in the company and can be held in certificate or book-entry form. If your ADRs are in certificate form you should store them in a safe-deposit box or secure place. Certificates are negotiable documents and should only be signed in the event of a sale or transfer of ownership. If you are enrolled in the Deutsche Bank DB-Direct plan and already own SAP ADRs in certificate form, you may deposit the certificates into the plan for safekeeping. A credit will be issued by Deutsche Bank to your account in book-entry-form. If ADR ownership is managed through a brokerage (nominee) account, these will be in book-entry form and therefore will not have an ADR certificate.
For a registered holder, one whose name is denoted with the depositary bank and is considered the owner of record, ownership is evidenced by an account statement provided by the depositary. The depositary bank issues physical ADR certificates to registered holders who receive dividends, annual reports, and proxy materials directly from Deutsche Bank.
Beneficial holders or book-entry securities, are those that have SAP ADRs held in the "nominee name" of a bank, broker or other institution. Book-entry ADRs eliminate the requirement for physical movement of certificates at the time of sale or transfer of ownership. Beneficial holders who wish to become registered holders must specifically direct the broker to register the shares with the ADR depositary. If you choose to have a certificate issued, please contact Deutsche Bank.
What should I do if I need to change my address or I lose an ADR certificate?
If you need to update your address or your certificate is lost, stolen, or destroyed, notify Deutsche Bank's ADR processing unit at Mellon Investor Services investor hotline, +1-877 484 5046. Please ensure you have your Social Security Taxpayer Identification number ready when calling.
How often will I receive account statements?
Following each transaction on your book-entry account you will receive a statement. At the end of the year you will also receive a statement showing all year-to-date transaction activity. It is advisable that you retain these statements for tax purposes.
Where can I find information on SAP ADR dividends?
To find the most up-to-date SAP ADR dividend information you can call Deutsche Bank's ADR processing unit at Mellon Investor Services. Please have your account number and exact name(s) and address as it appears on your account when you call. You can also refer to the Deutsche Bank ADR Web site – simply double-click on the "Dividends History" tab in the "Financials" section.
How does an SAP ADR affect dividend payouts and taxation?
SAP AG's cash dividends are euro-denominated, so exchange-rate fluctuations will affect the U.S. dollar amounts received by ADR holders. When the final dividend payment is made by SAP AG to the depositary bank, the depositary bank then converts the dividend payment from euros into U.S. dollars.
The SAP dividend is subject to a German withholding tax of 21.1% of the gross amount. Under the terms of the Convention for the Avoidance of Double Taxation Agreement between the United States and Germany, eligible ADR holders may reclaim 6.1%, thereby reducing their withholding tax to 15%. ADR holders eligible for the refund must be residents of the U.S. in accordance with the aforementioned Convention. Please contact your broker or tax adviser for further information and any applicable U.S. Tax Forms.
Can I have my dividends directly deposited into my bank account?
In order to have all or a portion of your cash dividend be wired directly to your bank account, your bank or financial institution must be part of the Automatic Clearing House (ACH). To find out more information please call Deutsche Bank's ADR processing unit at Mellon Investor Services.
How can I have my dividends reinvested?
Dividend payments can be reinvested via Deutsche Bank's Dividend Reinvestment Plan for SAP. You can visit the Deutsche Bank ADR Web site for further information relating to the DB-Dir
How can I replace a lost dividend check?
If you require a dividend check replacement, you may contact Deutsche Bank's ADR processing Unit at Mellon Investor Services. Upon authorization from you, a stop payment order will be placed against the original check and a replacement will be issued to you. Please have your Social Security number ready when calling.
Who will vote the ADRs at the Shareholders' Meeting?
ADR holders are entitled to instruct the depositary bank, Deutsche Bank, as a proxy to exercise the voting rights with respect to the number of ordinary shares represented by the respective ADRs. If a holder does not issue instructions, Deutsche Bank shall deem each ADR holder to have instructed Deutsche Bank to give a discretionary proxy to a person designated by the company. Ordinary shareholders are entitled to attend, speak, and vote at general meetings of the company. Shareholders who wish to attend the Annual Meeting require an entrance ticket. This can be obtained from Deutsche Bank.
back to top