AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 207)

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SUMMARY OF RULES REGARDING RESOLUTIONS OF HOLDERS

Pursuant to the Terms and Conditions of the Notes, the Noteholders of each of the Notes may agree to

amend the Terms and Conditions of the Notes or decide on other matters relating to the Notes with bind-

ing effect on all Holders of the Notes by way of resolution to be passed by taking votes without a meet-

ing. Any such resolution duly adopted by resolution of the Noteholders shall be binding on each Holder

of the Notes, irrespective of whether such Noteholder took part in the vote and whether such Noteholder

voted in favour or against such resolution.

The following is a brief summary of some of the statutory rules regarding the solicitation and conduct of

the voting, the passing and publication of resolutions as well as their implementation and challenge before

German courts.

Specific Rules regarding Votes without Meeting

The voting shall be conducted by the voting administrator (the “Chairperson”). The Chairperson shall be

(i) a notary public appointed by the Issuer, (ii) where a common representative of the Noteholders (the

“Noteholders’ Representative”) has been appointed, the Noteholders’ Representative if the vote was

solicited by the Noteholders’ Representative, or (iii) a person appointed by the competent court. The no-

tice soliciting the Noteholders’ votes shall set out the period within which votes may be cast. Such period

shall be at least 72 hours. During such voting period, the Noteholders may cast their votes to the Chair-

person. The notice shall also set out in detail the conditions to be met for the votes to be valid. The Chair-

person shall ascertain each Noteholder’s entitlement to cast a vote based on evidence provided by such

Noteholder and shall prepare a list of the Holders entitled to vote. If it is established that no quorum ex-

ists, the Chairperson may convene a meeting of the Noteholders. Within one year following the end of the

voting period, each Noteholder participating in the vote may request a copy of the minutes of such vote

and any annexes thereto from the Issuer. Each Noteholder participating in the vote may object in writing

to the result of the vote within two weeks following the publication of the resolutions passed. The objec-

tion shall be decided upon by the Chairperson. If the Chairperson remedies the objection, the Chairperson

shall promptly publish the result. If the Chairperson does not remedy the objection, the Chairperson shall

promptly inform the objecting Noteholder in writing. The Issuer shall bear the costs of the vote and, if the

court has convened a meeting or appointed or removed the Chairperson, also the costs of such proceed-

ings.

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