AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 203)

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(d) Voting Right. Each Noteholder participating in any vote shall cast votes in accordance with the

nominal amount or the notional share of its entitlement to the outstanding Notes. As long as the en-

titlement to the Notes lies with, or the Notes are held for the account of, the Issuer or any of its af-

filiates (§ 271(2) of the German Commercial Code (Handelsgesetzbuch)), the right to vote in re-

spect of such Notes shall be suspended. The Issuer may not transfer Notes, of which the voting

rights are so suspended, to another person for the purpose of exercising such voting rights in the

place of the Issuer; this shall also apply to any affiliate of the Issuer. No person shall be permitted

to exercise such voting right for the purpose stipulated in sentence 3, first half sentence, herein

above.

(e) Proof of Eligibility. Noteholders must demonstrate their eligibility to participate in the vote at the

time of voting by means of a special confirmation of the Depositary Bank in accordance with §

13(d) hereof and by submission of a blocking instruction by the Depositary Bank for the benefit of

the Paying Agent as depository (Hinterlegungsstelle) for the voting period.

(f) Joint Representative. The Noteholders may by majority resolution appoint a common representa-

tive (the “Common Representative”) in accordance with the SchVG to exercise the Noteholders’

rights on behalf of all Noteholders.

(i) The Common Representative shall have the duties and powers provided by law or granted

by majority resolution of the Noteholders. The Common Representative shall comply with

the instructions of the Noteholders. To the extent that the Common Representative has been

authorized to assert certain rights of the Noteholders, the Noteholders shall not be entitled to

assert such rights themselves, unless explicitly provided for in the relevant majority resolu-

tion. The Common Representative shall provide reports to the Noteholders on its activities.,

The appointment of a Common Representative may only be passed by a Qualified Majority

if such Common Representative is to be authorised to consent to a material change in the

substance of the Terms and Conditions as set out in § 11(b) hereof.

(ii) The Common Representative may be removed from office at any time by the Noteholders

without specifying any reasons. The Common Representative may demand from the Issuer

to furnish all information required for the performance of the duties entrusted to it. The Is-

suer shall bear the costs and expenses arising from the appointment of a Common Represen-

tative, including reasonable remuneration of the Common Representative

(iii) The Common Representative shall be liable for the performance of its duties towards the

Noteholders who shall be joint and several creditors (Gesamtgläubiger); in the performance

of its duties it shall act with the diligence and care of a prudent business manager. The li-

ability of the Common Representative may be limited by a resolution passed by the Note-

holders. The Noteholders shall decide upon the assertion of claims for compensation of the

Noteholders against the Common Representative.

(g) Notices: Any notices concerning this § 11 shall be made in accordance with § 5 et seq. of the

SchVG and § 12.

§ 12 Notices

(a) Notices relating to the Notes will be published in the electronic Federal Gazzette (elektronischer

Bundesanzeiger) and on the Issuer’s website. A notice will be deemed to be made on the day of its

publication (or in the case of more than one publication on the day of the first publication).

(b) The Issuer will also be entitled to make notifications to the Clearing System for communication by

the Clearing System to the Noteholders or directly to the Noteholders provided this complies with

the rules of the stock exchange on which the Notes are listed. Notifications vis à vis the Clearing

System will be deemed to be effected seven days after the notification to the Clearing System, di-

rect notifications of the Noteholders will be deemed to be effected upon their receipt.

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