{"url_path":"/sec/payp/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":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2080845/0001193125-26-289382-index.html","accession_number":"0001193125-26-289382","cik":"0002080845","ticker":"PAYP","issuer_name":"PayPay Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2080845/0001193125-26-289382-index.html","primary_entity_key":"0002080845","primary_entity_name":"PayPay Corp"},"word_count":479,"has_tables":true,"body_markdown":"Item 12. Description of Securities Other than Equity Securities\n\nA. Debt Securities\n\nNot applicable.\n\nB. Warrants and Rights\n\nNot applicable.\n\nC. Other Securities\n\nNot applicable.\n\nD. American Depositary Shares\n\nFees, charges and other payments relating to ADSs\n\nAs a holder of our ADSs, you will be required to pay The Bank of New York Mellon, as depositary for the ADRs, or the Depositary, either directly or indirectly, the following fees or charges. The Depositary may collect any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to Owners that are obligated to pay those fees.\n\nADS holders must pay:\n\n \n\nFor:\n\n$10.00 or less per 100 ADSs, or portion thereof\n\n \n\nEach issuance or delivery of ADSs, including as a result of a stock dividend, stock split or other distribution\n\n$10.00 or less per 100 ADSs, or portion thereof\n\n \n\nEach cancellation or surrender of ADSs, including for withdrawal of deposited securities or termination of the deposit agreement\n\n$0.10 or less per ADS\n\n \n\nAny cash distribution\n\n$0.10 or less per ADS per calendar year\n\n \n\nDepositary services\n\nA fee equivalent to the fee that would be payable if securities distributed to ADS holders had been Shares and those Shares had been deposited for issuance of ADSs\n\n \n\nDistribution of securities or rights distributed to holders of deposited securities\n\nRegistration fees\n\n \n\nTransfer and registration of shares on the share register upon deposit or withdrawal of shares\n\nExpenses of The Bank of New York Mellon\n\n \n\nConversion of foreign currency to U.S. dollars, as well as cable, including SWIFT, and facsimile transmission expenses\n\nTaxes and other governmental charges\n\n \n\nAs necessary\n\n127\n\n[Table of Contents](#toc_page)\n\n \n\nthat The Bank of New York Mellon or Mizuho Bank, Ltd., as custodian, must pay on any ADS or deposited securities underlying an ADS\n\n \n\n \n\nAny other charges payable by the Depositary, the Custodian or their agents\n\n \n\nServicing of shares or other deposited securities\n\nFees Waived or Paid by the Depositary\n\nThe Depositary has agreed to waive or pay certain standard out-of-pocket establishment, administrative, maintenance and other expenses for providing services to the registered holders of our ADSs, which include expenses relating to the delivery of annual reports and other reports, dividend fund remittances, registered shareholder account maintenance, registered shareholder correspondence assistance, stationery, postage and photocopying.\n\nThe Depositary has also agreed to reimburse or otherwise pay us for certain expenses related to the establishment, administration and maintenance of the ADS program, including legal fees and other program-related expenses. There is a limit on the amount of payments the Depositary will make to us based and conditioned on the terms of our agreement with the Depositary, including the amount of issuance fees and depositary service fees collected by the Depositary. For the fiscal year ended March 31, 2026, the Depositary reimbursed $0 of such standard out-of-pocket expenses.\n\n128\n\n[Table of Contents](#toc_page)\n\n \n\nPart II"}