ADRs

ADR (AMERICAN DEPOSITARY RECEIPT)

Ticker: KWBRY

On February 20, 2024, a Material Fact was disclosed informing that the American Depositary Receipts (“ADRs”) Level I Program, backed by common shares issued by the Company (“ADR Program”)[1], was declared in effect by Securities and Exchange Commission (SEC) and ADRs became available for trading on February 20, 2024, under the following characteristics:

Depositary Bank: JPMorgan Chase Bank, N.A.
Custodian Bank: Itaú Unibanco S.A.
Type of security: Registered, book-entry common shares with no par value
Ratio: 1 (one) ADR corresponds to 1 (one) common share.
Trading: Over-the-counter (OTC) market in the USA
Ticker: KWBRY
CUSIP Registration: 492043104
ISIN: US – US4920431040 / Underlying – BRKEPLACNOR1

The ADR Program will not imply in an increase in share capital or issuance of new shares and is aimed at increasing the Company’s visibility in the capital market, promoting share liquidity, expanding its shareholder base, and facilitating access to shares for foreign investors.

The ADR Program will be sponsored by the Company and its objective is to issue ADRs, with each ADR being corresponding to 1 (one) American Depositary Share which, in turn, will correspond to 1 (one) registered, book-entry common share, with no par value, issued by the Company.
The ADRs will be sponsored by the Company and registered with the SEC, without being listed and only available for trading on the over-the-counter (OTC) market in the USA, with JPMorgan Chase Bank, N.A. as the Depositary Institution and Itaú Corretora de Values S.A. as the Custodian.

[1] About the ADRs: An ADR is a share deposit certificate tradable on the securities market of the United States of America (“USA”), representing the ownership of shares in a company based outside the USA. ADRs are priced in US dollars and dividends are paid in the same currency. The creation of ADRs is aimed at facilitating American investors to purchase, maintain, and sell shares of companies based outside the USA.

 

 

ADR FAQs

What is an American Depositary Receipt (ADR)?

ADRs are a negotiable US-dollar denominated certificate representing shares in a non-US company. Kepler Weber ADRs represent Kepler Weber ordinary shares deposited with the Depositary Bank, which underlie such certificates and carry the associated shareholder rights. Holders of ADRs have the right to vote on shareholder resolutions and to receive dividends in US dollars. The term ADR and ADS are often used interchangeably. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by US investors, and to provide a corporate finance vehicle for non-U.S. companies.

What are the benefits of ADRs to US investors?

U.S. investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions. One of ADRs’ advantages is the facilitated diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information.

How do I convert my ordinary shares into ADRs?

Conversion of common shares into ADRs must be done through a broker, an investment advisor, or through JPMorgan Chase Bank. The JPMorgan Chase Bank, N.A. broker support center can be reached at +11 49503700.

What is an ADR ratio?

This is the ratio between the number of ADRs and the number of common shares. One ADR issued by Kepler Weber corresponds to one common share issued by Kepler Weber, therefore the ratio is 1:1.

Where are Kepler Weber ADRs traded?

The ADRs will be sponsored by the Company and registered with the SEC, pursuant to applicable regulation, including the Securities Act of 1933, as amended, for Level 1, without being listed and only available for trading on the over-the-counter (OTC) market in the USA, with JPMorgan Chase Bank, N.A. as the Depositary Institution and Itaú Corretora de Values S.A. as the Custodian.

Who is Kepler’s Depositary Bank for ADRs?

JP Morgan Chase Bank will be responsible for issuing the ADRs, maintaining the shareholder registry, recording trades, and distributing dividends, in US dollars, to the holders of the ADRs.