Rapport sur les déclarations de franchissement de seuil de ... - AFG

Rapport du groupe de travail de l’AMF sur les déclarations de franchissement
de seuil de participation et les déclarations d’intention (Octobre 2008)
Part 5a
Information necessary for exercising rights attached to securities
Section 30a
Issuers' obligations vis-à-vis security holders
(1) Issuers whose home country is the Federal Republic of Germany must ensure that
1. all holders of the admitted securities are treated equally under equal circumstances;
2. the facilities and information necessary to enable the holders of admitted securities to exercise their
rights are made available to the public in Germany;
3. data on the holders of admitted securities are protected from unauthorised persons obtaining knowledge
thereof;
4. for the entire duration of the admission of the securities, a minimum of one financial institution has been
designated as paying agent in Germany where all necessary measures in respect of securities may be
effected, or may be effected free of charge in the case of submission of the securities to this agent;
5. in the case of admitted shares, a form for granting a proxy for the shareholders' meeting is made
available in writing to each person entitled to vote, together with the notice concerning the meeting or,
upon request, after an announcement of the meeting;
6. in the case of admitted debt securities within the meaning of section 2 (1) sentence 1 no. 3 with the
exception of securites that also fall within the scope of section 2 (1) sentence 1 no. 2 or that grant at least
a contingent right to acquire securities pursuant to section 2 (1) sentence 1 no. 1 or 2, a form granting a
proxy for a general meeting of debt securities holders is made available in writing and in a timely manner
to each person entitled to vote, together with the notice concerning the meeting or, upon request, after an
announcement of the meeting.
(2) An issuer of admitted debt securities within the meaning of subsection (1) no. 6 whose home country is the
Federal Republic of Germany may hold the general meeting of debt securities holders in any member state of the
European Union or another signatory to the Agreement on the European Economic Area. This presupposes that
all the facilities and information necessary to exercise rights are made available to the debt securities holders in
that member state, and that only holders of debt securities whose denomination per unit amounts to at least
50,000 euros or whose denomination per unit is, at the date of the issue, equivalent to at least 50,000 euros in
another currency, are invited to the meeting.
(3) For the purpose of the provisions of subsection (1) nos. 1 to 5 as well as section 30b (3) no. 1, the holders of
certificates representing shares shall be deemed equivalent to the holders of the shares represented.
Section 30b
Publication of notifications and transmission by way of remote data transfer
(1) The issuer of admitted shares whose home country is the Federal Republic of Germany must, without undue
delay, publish in the electronic Federal Gazette (elektronischer Bundesanzeiger)
1. the convening of the shareholders' meeting, including the agenda, the total number of shares and voting
rights at the time the meeting was convened as well as the shareholders' rights in respect of the
participation in the shareholders' meeting; and
2. notifications on the distribution and payment of dividends, the issue of new shares and any
arrangements for or exercise of conversion, cancellation and subscription rights.
If such publication in the electronic Federal Gazette is required also under other provisions, one single publication
is sufficient.
(2) The issuer of debt securities within the meaning of section 30a (1) no. 6 whose home country is the Federal
Republic of Germany must, without undue delay, publish in the electronic Federal Gazette
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