The Annual General Meeting on May 22, 2015 has voted to convert the Company"s shares from bearer to registered shares.
What are registered shares? How do they differ from bearer shares?
A registered share is registered in the name of the shareholder. A Company with registered shares maintains a register of shares where the name, date of birth and address of the shareholder as well as the number of shares held must be recorded. In relation to the Company, only those parties that are recorded as shareholders in the register of shares are considered shareholders.
What are the benefits for shareholders?
The registered share facilitates more direct communication between the company and its shareholders. The shareholders can be informed more quickly and accurately by the Company. The options to communicate via electronic communication media, in particular with respect to the Annual General Meeting, are simplified.
What are the advantages for the company?
Running the share register the company knows its shareholders and thus the shareholder structure better. The company is able to address all their registered shareholders directly.
Who decided on the conversion?
The Annual Shareholders’ Meeting on May 22, 2015 approved the proposal to convert bearer shares into registered shares.
When will the conversion become effective?
The conversion to registered shares will be executed on August 28, 2015 after the close of stock market trading. The holdings of the Company’s bearer shares which are stored with depositories will be converted in a retio of 1:1 from STRATEC Biomedical AG bearer shares to STRATEC Biomedical AG registered shares. At the same time the listing on the stock exchanges will be converted. Any open orders that have not been filled or part-filled by the end of trading on August 28, 2015, will be cancelled with the conversion to registered shares.
What happens with ISIN and WKN?
The registered shares will have WKN / ISIN different from the previous bearer shares. The new identification numbers will be: ISIN DE000STRA555 / WKN STRA55. When trading will be resumed on August 31, 2015 the registered shares of the Company will be quoted as registered no-par shares of STRATEC Biomedical AG on Frankfurt Stock Exchange’s Prime Standard market segment. From that time on, only registered shares with the new ISIN / WKN of the Company will be delivered by the stock markets. The ticker symbol will remain as SBS.
Effects after Introduction
What will change for the shareholders as a result of the conversion to registered shares?
After the introduction of registered shares, shareholders who are recorded in the register of shares will receive Company information, for example the invitation to the Annual Shareholders’ Meeting, directly from the Company rather than via the custodian bank as before.
Can shareholders refuse to be entered in the register of shares?
Holders of registered shares are basically obliged to provide the Company with the data required for entry in the register of shares. If a shareholder objects to being entered in the register of shares, the custodian bank is required to enter itself in the register of shares instead of the shareholder. The custodian bank is then considered to be the shareholder vis-à-vis the Company. The shareholder who has objected to the entry in the register of shares will not receive any direct information from the Company; in particular, the invitation to the Annual Shareholders’ Meeting will not be sent to him directly by the Company and he will not be able to exercise his shareholder rights himself directly.
Will a shareholder who has refused to be entered in the register of shares still receive a dividend?
Yes, his entitlement to dividends does not change at all.
Can a shareholder who is not recorded in the register of shares participate in the Annual Shareholders' Meeting?
In relation to the Company, only the party that is recorded in the register of shares is considered a shareholder. This means that a shareholder who is not recorded cannot register for the Annual Shareholders’ Meeting himself. To allow for participation in this case, corresponding authorization must be granted by the party recorded in the register of shares instead of the shareholder.
Are there differences between bearer shares and registered shares in terms of custody?
There are no differences between bearer shares and registered shares in terms of custody. However, in the case of registered shares the shareholder receives the invitation to the Annual Shareholders’ Meeting directly from the Company.
Is the shareholder required to inform STRATEC Biomedical AG of any changes in his name or address?
If there are any changes in the facts recorded in the register of shares, including in particular changes in the name or address, the Company must be informed. This is generally done by the custodian bank, but it is also possible for the shareholder to notify the Company directly. However, it is advisable always to inform the custodian bank as well.
Does the conversion to registered shares have any tax effects?
Tax law does not differentiate between bearer shares and registered shares. The conversion therefore does not entail any tax consequences.
Will power of attorney conferred for custody accounts remain valid?
General, limited power of attorney for custody accounts (continuing power of attorney) for shares of multiple companies will remain valid after the conversion to registered shares.
What shareholder data is included in the register of shares?
The name, date of birth and address of the shareholder are recorded, as well as the number of shares he holds.
For what purposes is STRATEC Biomedical AG permitted to the use the information from the register of shares?
All information from the register of shares is subject to the data protection laws applicable in Germany. The Company may use the data from the register for its tasks relating to the shareholders. Data is not passed on to third parties. The Company may use the data for advertising purposes only if the shareholder does not object to this. The shareholders must be informed in an appropriate manner of their right to object.
Who can view the register of shares and where?
Each shareholder can demand information on the data recorded about himself in the register from the Company. The shareholder can view his own data at the Company’s premises and can change address data if necessary.
How does STRATEC Biomedical AG monitor compliance with the provisions of data protection law?
In accordance with the German Federal Data Protection Act (Bundesdatenschutzgesetz), data protection is monitored by the Company’s data protection officer and by the responsible supervisory authority.
Is the data stored in the register of shares passed on?
The data is not passed on. It is solely intended for the Company’s purposes.
When is the data stored in the register of shares deleted?
Personal data is deleted as soon as the shareholder has sold all of his STRATEC shares, provided there is no legal obligation to retain the data.