THE 5% THRESHOLD
The Board of Directors reserves the right to refuse an acquirer of registered shares as shareholder, if the number of registered shares held by him exceeds 5% of the total number of registered shares entered in the commercial register.
The limitation of 5% also applies to the subscription to or the purchase of registered shares by means of exercising subscription rights, options, or conversion rights of registered or bearer shares or other securities issued by the Company or third parties.
Legal entities and partnerships with legal capacity, which are affiliated through common ownership or votes, through common control or in any similar manner, as well as natural persons or legal entities or partnerships with legal capacity, which act in concert in view of a circumvention of registration limitations, are regarded under these provisions as a single buyer.
Article 652b par. 3 and Article 685d par. 3, SCO remain unaffected.
Furthermore, the Company may deny registration in the shareholder’s register if, upon the Company’s request, the acquirer does not explicitly declare that the shares have been acquired in his own name and for his own account.
After consulting the party concerned, the Company may, cancel registration in the shareholder’s register if the registration is the result of false information provided by the acquirer. The acquirer must be informed of the cancellation immediately.
The acquirer must provide a statement declaring that the registered shares were transferred to him in due form.