{"url_path":"/sec/ntz/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":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/900391/0001193125-26-226962-index.html","accession_number":"0001193125-26-226962","cik":"0000900391","ticker":"NTZ","issuer_name":"NATUZZI S P A","edgar_url":"https://www.sec.gov/Archives/edgar/data/900391/0001193125-26-226962-index.html","primary_entity_key":"0000900391","primary_entity_name":"NATUZZI S P A"},"word_count":460,"has_tables":true,"body_markdown":"## ITEM 12D. AMERICAN DEPOSITARY SHARES\n\nFees paid by ADS holders — BNY, as Depositary of our ADSs, collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees to make distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.\n\n \n\nPersons depositing or withdrawing shares must pay:\n\n \n\nFor:\n\n \n\nU.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)\n\n \n\n• Depositing or substituting the underlying shares\n\n• Selling or exercising rights\n\n• Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates\n\n \n\nA fee for the distribution of proceeds of sales of securities or rights in an amount equal to the lesser of: (i) the fee for the issuance of ADSs referred to above which would have been charged as a result of the deposit by owners of securities (for purposes hereof treating all such securities as if they were shares) or shares received in exercise of rights distributed to them, respectively, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds\n\n \n\n• Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders\n\n \n\nRegistration or transfer fees\n\n \n\n• Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when holders deposit or withdraw shares\n\n \n\nExpenses of the Depositary\n\n \n\n• Cable, telex and facsimile transmissions (when expressly provided in the Deposit Agreement)\n\n• Converting foreign currency to U.S. dollars\n\n \n\nTaxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes\n\n \n\n• As necessary\n\n \n\nAny charges incurred by the Depositary or its agents for servicing the deposited securities\n\n \n\n• As necessary\n\n \n\n81\n\n[Table of Contents](#toc)\n\n \n\nFees payable by the Depositary to the Company\n\ni) Fees incurred in past annual period — From January 1, 2025 to December 31, 2025, the Depositary waived a total of U.S.$250.00 in administrative fees for routine corporate actions including services relating to Natuzzi’s annual general meeting of shareholders.\n\nii) Fees to be paid in the future — The Company does not have any agreements in place with the Depositary for the payment or reimbursement of fees or other direct or indirect payments by the Depositary to the Company in connection with its ADS program.\n\n82\n\n[Table of Contents](#toc)\n\n \n\n# PART II"}