Notification obligations for holders of significant holdings

(1) A person subject to notification within the meaning of sections 33 and 34 who reaches or exceeds the threshold of 10 percent of the voting rights arising from shares, or a higher threshold, must notify the issuer for whom the Federal Republic of Germany is the home state of the objectives pursued with the acquisition of the voting rights and the origin of the funds used for the acquisition, within 20 trading days of reaching or exceeding those thresholds. A change of the objectives within the meaning of the first sentence must be notified within 20 trading days. As regards the objectives pursued with the acquisition of the voting rights, the person subject to notification must state whether
1. the investment serves the implementation of strategic objectives or the achievement of trading profits,
2. it intends, within the next twelve months, to acquire further voting rights, whether by acquisition or otherwise,
3. it seeks to influence the composition of the administrative, management or supervisory bodies of the issuer, and
4. it seeks a material change in the capital structure of the company, in particular as regards the ratio of equity to debt financing and the dividend policy. As regards the origin of the funds used, the person subject to notification must state whether they are own funds or borrowed funds that the person subject to notification has raised to finance the acquisition of the voting rights. A notification obligation under the first sentence does not exist where the threshold was reached or exceeded on the basis of an offer within the meaning of section 2(1) of the Securities Acquisition and Takeover Act. The notification obligation further does not exist for management companies, or for foreign management companies and investment companies within the meaning of Directive 2009/65/EC that are subject to a prohibition corresponding to Article 56(1), first sentence of Directive 2009/65/EC, provided an investment limit of 10 percent or less has been fixed; nor does a notification obligation exist where a permissible exemption, corresponding to Article 57(1), first sentence and (2) of Directive 2009/65/EC, applies on the exceeding of investment limits.
(2) The issuer must publish the information received, or the fact that the notification obligation under subsection (1) was not fulfilled, in accordance with section 40(1), first sentence, in conjunction with the statutory instrument under section 40(3), number 1; it also transmits that information, without delay but not before its publication, to the body responsible for the company register for entry in the company register.
(3) The articles of association of an issuer having its seat domestically may provide that subsection (1) does not apply. Subsection (1) also does not apply to issuers having their seat abroad whose articles of association or other provisions provide for its non-application.
(4) The Federal Ministry of Finance may, by statutory instrument not requiring the consent of the Bundesrat, adopt further provisions on the content, nature, language, scope and form of the notifications under subsection (1).