{"url_path":"/sec/adxn/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Description of Securities Other than Equity Securities.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1574232/0001104659-26-062447-index.html","accession_number":"0001104659-26-062447","cik":"0001574232","ticker":"ADXN","issuer_name":"Addex Therapeutics Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1574232/0001104659-26-062447-index.html","primary_entity_key":"0001574232","primary_entity_name":"Addex Therapeutics Ltd."},"word_count":1206,"has_tables":true,"body_markdown":"Item 12. Description of Securities Other than Equity Securities.\n\nA.\n\nDebt Securities.\n\nNot applicable.\n\nB.\n\nWarrants and Rights.\n\nNot applicable.\n\nC.\n\nOther Securities.\n\nNot applicable.\n\nD.\n\nAmerican Depositary Shares.\n\nThe Bank of New York Mellon (BNY) acts as the depositary for the ADSs representing our shares. BNY’s depositary offices are located at 240 Greenwich street, New York, New York 10286. ADSs represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as American Depositary Receipts, or ADRs. The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is UBS Switzerland AG.\n\nA deposit agreement among us, the depositary and the ADS holders sets out the ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. A copy of the deposit agreement, as amended, is incorporated by reference as an exhibit to this Annual Report.\n\n95\n\n[Table of Contents](#TOC)\n\nFees and Charges\n\nADS holders are required to pay the following fees under the terms of the deposit agreement governing the terms of the ADS:\n\nHolders or persons depositing or withdrawing shares, surrendering ADSs, or\nto whom or from whom ADSs are delivered or cancelled, must pay:\n\n**  ​ ​ ​**\n\nFor:\n\n$10.00 (or less) per 100 ADSs (or portion of 100 ADSs)\n\n​\n\nIssuance of ADSs, including issuances resulting from a distribution of shares or rights or other property or in relation to a change in the number of shares represented by ADSs\n\nSurrender of ADSs for the purpose of withdrawal or cancellation of ADSs, including if the deposit agreement terminates or in relation to a change in the number of shares represented by ADSs\n\n$.10 (or less) per ADS\n\n​\n\nAny cash distribution to ADS holders\n\nA fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs\n\n​\n\nDistribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders\n\nFees assessed from time to time, but not exceeding $.10 per ADS during any calendar year\n\n​\n\nDepositary services\n\nRegistration or transfer fees\n\n​\n\nTransfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares\n\nExpenses of the depositary\n\n​\n\nCable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement\n\nConverting foreign currency to U.S. dollars\n\nTaxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes\n\n​\n\nAs necessary\n\nAny charges incurred by the depositary or its agents for servicing the deposited securities\n\n​\n\nAs necessary\n\n​\n\n96\n\n[Table of Contents](#TOC)\n\nADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.\n\nIn the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.\n\nIn the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.\n\n**Note that the fees and charges that ADS holders may be required to pay may vary over time and may be changed by us and by the depositary. ADS holders will receive prior notice of such changes. The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from time to time.**\n\nTaxes\n\nYou will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.\n\nThe depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.\n\n​\n\n97\n\n[Table of Contents](#TOC)\n\nPART II"}