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)
1. the place, time and agenda of the meeting of debt securities holders as well as notices concerning the
right of those securities holders to participate therein; and
2. notices concerning the exercise of any conversion, subscription and cancellation rights as well as the
payment of interest, repayments, drawings and units that have been cancelled or drawn but have not yet
been redeemed.
(3) Without prejudice to the publication requirements set forth in subsections (1) and (2), issuers whose home
country is the Federal Republic of Germany may communicate information by way of remote data transfer to the
holders of admitted securities if the costs entailed in such transmission are not imposed on the securities holders
in contravention of the principle of equal treatment laid down in section 30a (1) no. 1, and if
1. in the case of admitted shares
a. the shareholders' meeting has given its consent thereto;
b. the choice concerning the type of the remote data transfer does not depend upon the location of
the registered office or residence of the shareholders or the persons whose voting rights are
attributed in the cases referred to in section 22;
c. mechanisms have been put into place for identifying and addressing in a safe manner the
shareholders or those persons exercising the voting rights or who are entitled to issue instructions
for the exercise of such voting rights; and
d. the shareholders, or in the cases of section 22 (1) sentence 1 nos. 1, 3, 4 and subsection (2)
the persons entitled to exercise the voting rights, have given their explicit consent to the
communication by means of remote data transfer or have not objected to a written request for
consent within an appropriate period of time and have not revoked at a later point in time such
consent which is thus deemed to have been given;
2. in the case of admitted debt securities within the meaning of section 30a (1) no. 6
a. a meeting of debt securities holders has given its consent thereto;
b. the choice concerning the type of the remote data transfer does not depend upon the location of
the registered office or residence of the debt securities holders or their proxies;
c. mechanisms have been put into place for identifying and addressing in a safe manner the debt
securities holders;
d. the debt securities holders have given their explicit consent to the communication by means of
remote data transfer or have not objected to a written request for consent within an appropriate
period of time and have not revoked at a later point in time such consent which is thus deemed to
have been given.
Section 30c
Amendments to the issuer's legal basis
The issuer of admitted securities whose home country is the Federal Republic of Germany must notify the
Supervisory Authority and the Admission Offices of the domestic and foreign regulated markets on which his
securities are admitted to trading of any intended amendments to his articles of association or any other legal
basis that affect the rights of securities holders, without undue delay following the decision to present the draft
amendments to the decision-making body that shall decide on the amendments, but at the latest at the time of
convening the decision-making body.
Section 30d
Provisions relating to issuers from the European Union and the European Economic Area
The provisions of sections 30a to 30c shall also apply to issuers whose home country is not the Federal Republic
of Germany but another member state of the European Union or another signatory to the Agreement on the
European Economic Area, if their securities are admitted to trading on an organised market in Germany and if
their home country does not set forth any provisions equivalent to those specified in sections 30a to 30c.
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