{"url_path":"/sec/gtmay/10-k/2026/item-12d","section_key":"item-12d","section_title":"Item 12D AMERICAN DEPOSITARY SHARES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1163560/0001140361-26-036215-index.html","accession_number":"0001140361-26-036215","cik":"0001163560","ticker":"GTMAY","issuer_name":"GRUPO TMM SAB","edgar_url":"https://www.sec.gov/Archives/edgar/data/1163560/0001140361-26-036215-index.html","primary_entity_key":"0001163560","primary_entity_name":"GRUPO TMM SAB"},"word_count":537,"has_tables":true,"body_markdown":"ITEM 12D.\n\nAMERICAN DEPOSITARY SHARES\n\nThe Bank of New York Mellon, the depositary, charges its fees for  the delivery of ADS directly to investors who deposit CPOs or who surrender ADS for withdrawal, or\nto intermediaries acting on their behalf. The depositary charges fees for making distributions to investors by deducting them from the amounts distributed or by selling a portion of the distributable property to pay the fees. The\ndepositary may charge its annual custody service fee  by making deductions from cash distributions , billing investors directly, or charging participants the book-entry accounts.  Generally, the depositary refuses to provide \nservices until its fees have been paid.\n\nThe following table sets forth the fees and charges that a holder of our ADSs may have to pay, directly or indirectly. For more complete information regarding ADRs,\nyou should read the entire deposit agreement and the form of ADR.\n\nPersons depositing or withdrawing CPOs must pay:\n\n \n\nFor:\n\nUS$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)\n\n•\n\nIssuance of ADSs, including issuances resulting from a distribution of CPOs or rights or other property\n\n•\n\nCancellation of ADSs for the purpose of withdrawal, including if the deposit agreement is terminated\n\n \n\n \n\n \n\nUS$.02 (or less) per ADS\n\n•\n\nAny cash distribution to registered holders of ADSs\n\n \n\n \n\n \n\nUS$.02 (or less) per ADSs per calendar year\n\n•\n\nDepositary services\n\n \n\n \n\n \n\nA fee equivalent to the fee that would be payable if securities distributed to holders had been CPOs and had been deposited for issuance of ADSs\n\n•\n\nDistribution of securities distributed to holders of deposited securities which are distributed by the depositary to registered holders of ADSs\n\n \n\n \n\n \n\nRegistration or transfer fees\n\n•\n\nTransfer and registration of CPOs on the register to or from the name of the depositary or its agent when a holder deposits or withdraws CPOs\n\n \n\n \n\n \n\nDepositary expenses\n\n•\n\nCable, telex and facsimile transmissions as expressly provided in the deposit agreement\n\n \n\n•\n\nConverting foreign currency to U.S. dollars\n\n \n\n \n\n \n\nTaxes and other governmental charges payable by the depositary or the custodian on any ADSs or CPOs underlying ADSs, for example, stock transfer taxes, stamp duty or withholding taxes\n\n•\n\nAs necessary\n\n \n\n \n\n \n\nAny charges incurred by the depositary or its agents for servicing the deposited securities\n\n•\n\nAs necessary\n\n95\n\n[Table of Contents](#TABLEOFCONSENTS)\n\nFees Payable by the Depositary\n\nThe depositary has agreed to reimburse us for expenses we incur in connection with establishing the ADS facility, including legal fees, fees owed to the prior\ndepositary, investor relations expenses and other cost related to the facility. There are limits on the amount of expenses the depositary will reimburse us, but the amount available for reimbursement  is not necessarily linked to\nthe amount of fees the depositary charges investors. The depositary has also agreed to pay its standard administrative, maintenance and shareholder services for the ADSs. These expenses include mailing and envelopes for sending\nannual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, requerid mailing of  tax forms, stationery, postage, fax and telephone calls, and certain investor\nrelation programs or  promotional services. to develop targeted investor relationships. During the years ended December 31,2023, 2024 and 2025,  we did not receive any reimbursement from the depositary.\n\nPART II"}