Deutsche Lufthansa AG: Information about the annual general meeting
Reference
In connection with the annual general meeting (AGM) of Deutsche Lufthansa AG (ISIN DE0008232125), the following schedule applies for processing in CASCADE-RS:
| ISIN/securities class description | DE0008232125 Deutsche Lufthansa AG registered shares |
| Date AGM | 8 May 2018 |
| Last re-registration day/ technical record date | 1 May 2018 |
| Registration closing day | 1 May 2018 |
| 4th Allocation run from | Unlimited |
| Transmission stop (for re-registrations and initial registrations) | No; Re-registrations will not take place in the share register from 2 May 2018 to 8 May 2018 inclusive. |
| ALU stop | No |
| Position transfers without relevance for the registered holdings | Instructions until 1 May 2018 inclusive with indication of value date 3 May 2018; Instructions with all value data possible starting from 2 May 2018 |
In the interests of the shareholders of the company, compliance is required with the statutory obligation of banks to re-register/register the positions in the name of the shareholders pursuant to §67, 4 (1) Stock Corporation Act (AktG).
If the registration does not take place, there will be discrepancies in the share register. Therefore, re-registrations must be entered as soon as possible after a purchase transaction has been settled. In addition to registrations in the names of shareholders, it is also possible to register shares in the name of a depository bank acting as nominee.
As Clearstream Banking1 already stated in the announcement RS134 and which is explained in more detail on the website of the issuer, early entry in the share register is required to assure voting rights as per §67 para. 1 AktG (Stock Corporation Act) in conjunction with the statutory requirements of the Aviation Compliance Documentation act (LuftNaSiG). The conditions for entry are listed again under the heading "Notice on entry in the share register".
It is expressly stated that it is not possible to enter intermediaries in the share register, who solely obtain the legal position for the acquiring party. Re-registrations to shareholders as proprietary holdings are possible. This also applies particularly to positions of capital investment trusts/funds that are to be registered as proprietary holdings.
Information on instructions in CASCADE-RS
For the participation of shareholders in the annual general meeting and the associated exercise of voting rights, the shareholding shown in the share register of the company on the last re-registration date/technical record date is decisive.
Re-registrations for shareholders who would like to participate in or be represented at the annual general meeting, may be entered in CASCADE-RS no later than on the last re-registration date/technical record date (status "K" - checked).
- Transfer times for instructions that are planned for processing in the 3rd allocation run:
Until 16:30 data upload via the Investors Portal
Until 16:45 SWIFT, File Transfer
Until 17:00 online via CASCADE-RS in status "K" - Transfer times for instructions that are planned for processing in the 4th allocation run:
Until 18:20 data upload via the Investors Portal
Until 18:45 SWIFT, File Transfer
Until 19:00 online via CASCADE-RS in status "K"
Considering the processing timeframe at the register companies on the last re-registration date/technical record date, we recommend that the number of the instructions, transferred in the 4th allocation run, is as small as possible.
4th allocation run for an unlimited period
The 4th allocation run for Deutschen Lufthansa AG shares is conducted on business days at approximately 21:00 in addition to the regular CASCADE-RS allocation times (10:15, 13:15 and 17:00) and solely for the above-mentioned period of time. The usual allocation times apply thereafter.
The information and instructions in Announcement RS13176 apply.
Delivery remains unaffected
Clearstream Banking will not block holdings at any time.
After confirmation of the re-registration by the share register, securities of the registered holdings are managed in CASCADE-RS in registered positions. The entering and processing of instructions for position transfers both from the allocated positions following successful allocation processing as well as from registered positions into the deliverable unregistered positions in order to fulfill delivery obligations is possible, without restrictions and at any time during the planned processing cycles if there are sufficient holdings. Schedules to be observed when instructing position transfers before the annual general meeting are described in the above table.
Notice on entry in the share register
In accordance with § 7 of the Aviation Compliance Documentation Act (LuftNaSiG), Clearstream Banking is obliged to pass on the following notices from Deutsche Lufthansa AG (DE0008232125).
Initial situation
As issuer of registered shares with restricted transferability, Deutsche Lufthansa AG is subject to the provisions of the German Stock Corporation Act (AktG) and as a civil aviation company, it is subject to the Aviation Compliance Documentation Act (LuftNaSiG). The provisions of the LuftNaSiG apply in addition to those of the AktG.
The LuftNaSiG is intended to promote "the securing of documentation of the ownership and management of aviation companies for the maintenance of the civil aviation operational license and the air traffic rights (authorisations under civil aviation law) and finds application on publicly quoted companies with registered head office in Germany (…)“ (§ 1 LuftNaSiG).
In addition to the § 67 AktG, the corresponding registration and documentation obligations are integrated in §§ 2 and 7 of the LuftNaSiG.
§ 67 AktG/§ 2 LuftNaSiG
For entry in the share register according to § 67 para. 1 of the German Stock Corporation Act (AktG), the name, date of birth and address are to be stated. Furthermore, § 2 LuftNaSiG demands the following details "as the prerequisite for the issue of agreement and for the purposes of entry in the share register ...":
- In the case of private individuals, their nationality;
- For legal entities or collectives their nationality according to the location of their registered head office;
- For duties of notification under §§ 21 ff. of the Securities Trading Act (WpHG), the existence or change in the existence of a (...) majority holding or a controlling shareholding in them, in foreign ownership naming the foreign owner.
The entry of an acquirer of shares in the share register of Deutsche Lufthansa AG is subject to the complete and correct statement of all information required about the acquirer under § 67 AktG in conjunction with § 2 LuftNaSiG.
It should be noted that the entry of intermediaries, who solely obtain the legal position for the acquiring party, is not possible.
§ 7 LuftNaSiG
"If a credit institute holds shares of companies, according to § 1 para. 1 for shareholders, then it shall immediately pass on notices and forms of the company required for the fulfilment of the obligation (…) and to indicate the duties under the provisions of this act."
Technical implementation
Following the acquisition of shares, the owner of the shares shall in principle be entered in the share registers (in CASCADE-RS or by File Transfer (LIMA)). Changes to the shareholder specifications shall be passed on as soon as these are divulged (in CASCADE RS or by file transfer (LIMA)). In accordance with the requirements of the § 2 LuftNaSiG and the § 67 AktG, these include the name, address(es) and – if relevant – forwarding/legal proxy address, to which industry the shareholder belongs and the respective nationality.
Contact data of registrar
The share register is managed by ADEUS Aktienregister-Service-GmbH.
Persons responsible there can be contacted via the following options:
Email: hv@adeus.de
Telephone: +49 (0)69 / 256270-57
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1. This Announcement is published by Clearstream Banking AG (CBF), registered office at Mergenthalerallee 61, 65760 Eschborn, Germany, registered with the Commercial Register of the District Court in Frankfurt am Main, Germany, under number HRB 7500.