{"url_path":"/sec/sqns/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":"2026-05-11","source_url":"https://www.sec.gov/Archives/edgar/data/1383395/0001383395-26-000082-index.html","accession_number":"0001383395-26-000082","cik":"0001383395","ticker":"SQNS","issuer_name":"SEQUANS COMMUNICATIONS","edgar_url":"https://www.sec.gov/Archives/edgar/data/1383395/0001383395-26-000082-index.html","primary_entity_key":"0001383395","primary_entity_name":"SEQUANS COMMUNICATIONS"},"word_count":732,"has_tables":true,"body_markdown":"Item 12. Description of Securities Other than Equity Securities\n\nA.Debt Securities\n\nNot applicable.\n\nB.\nWarrants and Rights\n\nNot applicable.\n\nC.Other Securities\n\nNot applicable.\n\nD.American Depositary Shares\n\n96\n\nThe Bank of New York Mellon, as depositary, registers and delivers our ADSs. Each ADS represents one hundred ordinary shares (or a right to receive one hundred ordinary shares) deposited with the principal Paris office of Société Générale or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. A copy of our Amended and Restated Deposit Agreement among us, the depositary, owners and holders of ADSs was filed with the SEC as an exhibit to our Form 6-K filed November 16, 2020, and a copy of the Amendment to Amended and Restated Deposit Agreement was filed with the SEC as an exhibit to the Form F-6 filed on September 11, 2023.\n\nFees and Expenses\n\nPursuant to the terms of a separate agreement with the Depositary, through December 31, 2025, we paid certain fees and expenses relating to the ADSs on behalf of the holders. Effective January 1, 2026, the holders are required to pay the following fees:\n\nPersons depositing or withdrawing ordinary shares or ADS holders must pay:  For:\n\nUS$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)  \n•   Issue of ADSs, including issues resulting from a distribution of ordinary shares or rights or other property\n\n \n\n•   Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates\n\nUS$0.05 (or less) per ADS  •   Any cash distribution to ADS holders\n\nA fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the shares had been deposited for issue of ADSs  •   Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders\n\nUS$0.05 (or less) per ADSs per annum  •  Depositary services\n\nRegistration of transfer fees• Transfer and registration of ordinary 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•   Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)\n\n \n\n•   Converting foreign currency to U.S. dollars\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  •   As necessary\n\nAny charges incurred by the depositary or its agents for servicing the deposited securities  •   As necessary\n\nThe depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making 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 collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide for-fee services until its fees for those services are paid.\n\nHolders of ADSs are responsible for any taxes or other governmental charges payable on the holders’ ADSs or on the deposited securities represented by any of ADSs. The depositary may refuse to register any transfer of the holders’ ADSs or allow the holder to withdraw the deposited securities represented by the holders’ ADSs until such taxes or other charges are paid. It may apply payments owed to the holder or sell deposited securities represented by the holders’ ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the\n\n97\n\nnumber of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.\n\nFees and Other Payments Made by the Depositary to Us\n\nBeginning in 2026, the depositary agrees to pay to us a portion of the net ADS fees charged in respect of the ADR program, upon such terms and conditions as we and the depositary agree from time to time.\n\n98\n\nPART II"}