AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 201)

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§ 10 Further Issues

The Issuer reserves the right to issue from time to time, without the consent of the Noteholders additional

Notes with substantially identical terms as the Notes (as the case may be, except for the Issue Date, inter-

est commencement date and/or Issue Price), so that the same can be consolidated to form a single Series

of Notes and increase the aggregate principal amount of the Notes. The term "Note" will, in the event of

such consolidation, also comprise such additionally issued Notes.

§ 11 Amendments to the Terms and Conditions by resolution of the Noteholders; Joint Representative

(a) Amendments to the Terms and Conditions. The Issuer may amend the Terms and Conditions

with consent by a majority resolution of the Noteholders pursuant to § 5 et seq. of the German Act

on Issues of Debt Securities (Gesetz über Schuldverschreibungenaus Gesamtemissionen –

“SchVG”), as amended from time to time. In particular, the Noteholders may consent to amend-

ments which materially change the substance of the Terms and Conditions, including such meas-

ures as provided for under § 5(3) of the SchVG, by resolutions passed by such majority of the

votes of the Noteholders as stated under § 11(b) below. A duly passed majority resolution shall be

binding upon all Noteholders. Resolutions which do not provide for identical conditions for all

Noteholders are void, unless Noteholders who are disadvantaged have expressly consented to their

being treated disadvantageously.

(b) Qualified Majority. Except as provided by the following sentence and provided that the quorum

requirements are being met, the Noteholders may pass resolutions by simple majority of the voting

rights participating in the vote. Resolutions which materially change the substance of the Terms

and Conditions, in particular in the cases of § 5(3) numbers 1 through 9 of the SchVG, may only be

passed by a majority of at least 75 % of the voting rights participating in the vote (a “Qualified

Majority”).

meeting in accordance with§ 11(c)(i) or by means of a vote without a meeting (Abstimmung ohne

Versammlung) in accordance § 11(c)(ii).

(i) Resolutions of the Noteholders in a Noteholder’s meeting shall be made in accordance with

§ 9 et seq. of the SchVG. Noteholders holding Notes in the total amount of 5 % of the out-

standing principal amount of the Notes may request, in writing, to convene a Noteholders’

meeting pursuant to § 9 of the SchVG. The convening notice of a Noteholders’ meeting will

provide the further details relating to the resolutions and the voting procedure. The subject

matter of the vote as well as the proposed resolutions will be notified to Noteholders in the

agenda of the meeting. The attendance at the Noteholders’ meeting or the exercise of voting

rights requires a registration of the Noteholders prior to the meeting. Any such registration

must be received at the address stated in the convening notice by no later than the third cal-

endar day preceding the Noteholders’ meeting.

(ii) Resolutions of the Noteholders by means of a voting not requiring a physical meeting (Ab-

stimmung ohne Versammlung) shall be made in accordance § 18 of the SchVG. Noteholders

holding Notes in the total amount of 5 % of the outstanding principal amount of the Notes

may request, in writing, the holding of a vote without a meeting pursuant to § 9 in connec-

tion with § 18 of the SchVG. The request for voting as submitted by the chairman (Abstim-

mungsleiter) will provide the further details relating to the resolutions and the voting proce-

dure. The subject matter of the vote as well as the proposed resolutions shall be notified to

Noteholders together with the request for voting.

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