AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 209)

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Rules regarding Noteholders’ Meetings applicable to Votes without Meeting

In addition, the statutory rules applicable to the convening and conduct of note holders’ meetings will

apply mutatis mutandis to any vote without a meeting. The following summarizes some of such rules.

Meetings of note holders may be convened by the Issuer or the Noteholders’ Representative, if any. Meet-

ings of note holders must be convened if one or more note holders holding 5 % or more of the outstanding

notes so require for specified reasons permitted by statute. Meetings shall be convened at least 14 days

prior to the date of the meeting. Attendance and exercise of voting rights at the meeting may be made

subject to prior registration of note holders. The convening notice will specify the evidence required for

attendance and voting at the meeting. The venue of the note holders’ meeting in respect of a German is-

suer is the place of the issuer’s registered office, provided, however, that where the relevant notes are

listed on a stock exchange within the European Union or the European Economic Area, the meeting may

be held at the place of such stock exchange. The convening notice shall be made publicly available to-

gether with the agenda of the meeting setting out the proposals for resolution. Each note holder may be

represented by proxy. The quorum for any note holders’ meeting will be one or more persons representing

by value at least 50 % of the outstanding notes. If it is established that no quorum exists, a second meet-

ing may be convened at which no quorum will be required, provided that where a resolution may only be

adopted by a qualified majority, the quorum will be one or more persons representing at least 25 % of the

outstanding notes. All resolutions passed by the note holders must be properly published. Resolutions

which amend or supplement the terms and conditions of notes certificated by one ore more global notes

are to be implemented by supplementing or amending the relevant global note(s). In insolvency proceed-

ings instituted in Germany against the Issuer, the Noteholders’ Representative, if appointed, is obliged

and exclusively entitled to assert the note holders’ rights under the notes. Any resolutions passed by the

note holders are subject to the provisions of the German Insolvency Code (Insolvenzordnung). If a resolu-

tion constitutes a breach of the statute or the terms and conditions of the notes, Noteholders may bring an

action to challenge such resolution. Such action must be filed with the competent court within one month

following the publication of the relevant resolution.

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