From ADR to WKN (German securities number) − our answers to your questions.

FAQs − Conversion to Registered Shares

Registered Shares are issued in the name of a particular investor and recorded in a share register.

 

What are Registered Shares?
Registered Shares are shares whose owner's names are recorded. A company issuing Registered Shares maintains a stock register, which records shareholders by name, date of birth and address as well as the number of shares they are holding. Only registered shareholders are considered shareholders in a legal sense (Section 67, paragraph 1 and 2 of the German Stock Corporation Act – AktG). Shareholders are entitled to review their personal data recorded in the stock register. Registered Shares are common outside of Germany, and over recent years many German companies have changed from Bearer to Registered Shares as well.
Which expenses are incurred by shareholders in the conversion to Registered Shares?
The conversion from Bearer to Registered Shares does not create any cost to individual shareholders.
Do shareholders incur higher expenses due to a stock register being maintained and is there an increase in depository fees?
There will be no additional expenses for shareholders as a result of maintaining a stock register. There is no increase in depository fees for shareholders either.
What does converting to Registered Shares change for the shareholder?
In the future, shareholders recorded in the stock register will receive company information directly from AIXTRON and no longer from their depository bank. Shareholders can either register personally to attend the Shareholders’ Meeting or give proxy voting power to a bank, a shareholders’ association or the proxy agent of AIXTRON to exercise voting rights. Dividends will continue to be credited via the shareholder’s depository bank.
Why did AIXTRON change to Registered Shares?
AIXTRON strives for a direct and transparent communication with its shareholders. Registered Shares provide the company with the visibility necessary for the delivery of specific information to shareholders concerning company developments.
Registered Shares facilitate the process of proxy voting as well as the preparation of the Annual Shareholders’ Meeting by enabling the company to send invitations and other materials to shareholders directly.
In addition, Registered Shares offer sustainable and long-term cost savings for the company in the process of Annual Shareholders’ Meeting preparation and in terms of transactions fees.
What are the advantages for the company?
By recording shareholders in a stock register, the company will know its shareholders and its shareholder structure better. The company is in a position to address its shareholders directly (at least if they are registered). This means that investor relations activities are more directly and consequently more efficient.
What is the stock register?
Upon issuance of Registered Shares a share register must be kept where legally determined details are held electronically. These details encompass number of shares held, name, date of birth, and address, of the shareholder. Only registered shareholders are legally considered as shareholders.
Will I be automatically registered, if I buy AIXTRON shares?
If an investor acquires AIXTRON shares and does not stipulate otherwise, the investor will be registered with the AIXTRON stock register. Please note that due to local regulations and operating procedures some shareholders that hold the securities via banks/brokers outside of Germany are not directly registered and are therefore not directly entitled to attend the Shareholders’ Meeting and vote there.
Confidentiality of personal data
Personal details of shareholders in the stock register are confidential and will not be passed on to any unauthorized third party, in particular not to other shareholders. Shareholders do not have to have their names registered in the stock register. Shareholders wanting to be anonymous can, for instance, authorize their bank to be admitted to the stock register in their place. If this option is used, the shareholders may reserve the right to give instructions to the third party registered in the stock register by means of corresponding agreements. However, only the third party registered in the stock register is regarded as the shareholder by the company.
Information held in the stock register is subject to applicable privacy law. The company is permitted to use stock register information for its investor relations activities. Any dissemination of this data outside of the group is prohibited.
When do you delete my personal data from the stock register?
Your personal data will be deleted from the stock register after the sale of all your AIXTRON shares.
Entry in the stock register
The conversion to Registered Shares assumes that a stock register is being kept in which the shareholders are entered, giving name and first name, date of birth and address – in the case of a legal entity: the name of the company, business address and registered office – as well as the number of AIXTRON shares held. Entry in the stock register is important for the individual shareholders because only shareholders listed in it are regarded as shareholders and are therefore entitled to attend the Shareholders’ Meeting and execute their voting rights there.
Can a shareholder refuse to be recorded in the stock register?
Yes, this is an option. In these cases, the depository bank has to be entered into the stock register and is regarded as shareholder by the company. Shareholders, who have objected to being recorded in the stock register do not receive any information from the company directly. This applies specifically to the invitation to the Shareholders’ Meeting, which shareholders do not receive from the company as well as to shareholders’ rights, which shareholders then are not able to exercise directly.
Treatment of objections of the AIXTRON shareholders to registration in the stock register
If shareholders object to their registration in the stock register, the depository banks have been requested to present themselves for registration in the stock register. In these cases, the depository banks must inform their clients about an Annual Shareholders’ Meeting being held and must enable the actual holder of the share to exercise his or her shareholders’ rights.
Is a shareholder who objected being registered entitled to receive a dividend?
Yes.
Payment of dividends
The dividend payment will be credited via the depository bank in the traditional way.
Who has access to the stock register and where can it be viewed?
All shareholders can view their personal stock register data on the company’s premises. Shareholders can also submit address changes for the register online.
Is data recorded in the stock register reported to other organizations or bodies?
No, it is not reported anywhere else. The data is exclusively for company purposes.
Does the company have to be informed about changes in address?
Depository banks are obliged to inform the respective companies about changes in address. It is also possible for shareholders to submit a brief note on the change in address. This can either be done by e-mail or the shareholders can submit their request for an address change online. However, it is recommended that you inform your depository bank.
Rights of shareholders
The legal position of the shareholders of AIXTRON, who are entered in the stock register, will not be affected by the conversion from Bearer to Registered Shares. Their shareholding in the company as well as rights associated with their shares remain unchanged. Further, the shareholders' rights to sell their shares is not limited or made more difficult, the transfer of registered AIXTRON shares does not require the approval of the company.
What is the difference between depositing Bearer and Registered Shares with a bank?
There are no differences between Bearer and Registered Shares regarding depositing or fungibility. The company informs owners of Registered Shares about the Shareholders’ Meeting directly.
Will there be a change concerning WKN/ISIN ?
As a result of the conversion, the national as well as the International Securities Identification Number (WKN, ISIN) will change to A0WMPJ and DE000A0WMPJ6, respectively. AIXTRON’s American Depository Receipts (ADR) listed on NASDAQ Global Market are not affected by this conversion.
Can shareholders, who are not recorded in the stock register, attend the Shareholders’ Meeting?
In this case, attending the Shareholders’ Meeting is not possible without further steps as the company only accepts shareholders recorded in the stock register as shareholders. Unregistered shareholders are not permitted to register themselves for the Shareholders’ Meeting. Attending the Shareholders’ Meeting, therefore, requires a proxy by the authorized party recorded in the stock register.
Is an issued continuing proxy still valid?
The general voting proxy (continuing proxy) issued to a depository bank also applies to Registered Shares unless the depository bank explicitly excludes that service.
Registration for the Annual Shareholders’ Meeting
AIXTRON will send the letter of invitation for the Annual Shareholders’ Meeting directly to the shareholders registered in its stock register. A registration sheet which shareholders can use to register with the company will be enclosed in the letter of invitation. As a matter of principle, Registered Shares offer the same opportunities as those offered by Bearer Shares. You can attend an Annual Shareholders’ Meeting or be represented by a bank, a shareholders' association or a personal proxy. The company will outline the details of the process to its shareholders with the letter of invitation for the forthcoming Annual General Meeting.
Is there a tax implication from converting to Registered Shares?
There are no tax implications as a result of converting to Registered Shares. In tax law there is no differentiation between Bearer and Registered Share.