Prohibition on the exercise of voting rights and right to give instructions

(1) The Bundesanstalt may prohibit the holder of a significant holding, and the undertakings controlled by that holder, from exercising voting rights, and order that the interests may be disposed of only with its consent, where 1. the conditions for a prohibition order under section 26(1) or (2) exist; 2. the holder of the significant holding has failed to comply with the duty under section 24 to inform the Bundesanstalt and the Deutsche Bundesbank in advance or without delay, and has not made good that omission within a period set by the Bundesanstalt; 3. the holding was acquired or increased contrary to an enforceable prohibition under section 26(1) or (2); 4. the holder of the significant holding carried out the acquisition or increase of the holding within the assessment period under section 25; or 5. the holder, or the undertaking arranging the significant holding, has not complied with an enforceable order under section 26(2), second sentence.
(2) In the event of a prohibition under subsection (1), the court at the seat of the securities institution appoints, on the application of the Bundesanstalt, the securities institution or a person holding an interest in it, a trustee to whom it transfers the exercise of the voting rights. The trustee must, in exercising the voting rights, have regard to the interests of a sound and prudent management of the securities institution. In addition to the measures under subsection (1), the Bundesanstalt may instruct the trustee to dispose of the interests, insofar as they constitute a significant holding, where the holder of the significant holding does not, within a reasonable period set by the Bundesanstalt, provide evidence of a reliable acquirer; the holders of the interests must cooperate as necessary in the disposal. Where the conditions of subsection (1) have ceased to apply, the Bundesanstalt must apply for the revocation of the trustee's appointment. The trustee is entitled to reimbursement of reasonable expenses and to remuneration for the trustee's activity. The court sets the expenses and remuneration on the application of the trustee; no further appeal lies against the determination of remuneration. The securities institution and the holder of the significant holding concerned are jointly and severally liable for the costs arising from the appointment of the trustee, the expenses to be granted to the trustee, and the remuneration. The Bundesanstalt advances the expenses and remuneration. In the case of negligent conduct, the trustee's liability to pay damages is limited to EUR 1 million. Where the trustee is appointed for a stock corporation whose shares are admitted to trading on a regulated market, the liability to pay damages is limited to EUR 50 million.
(3) In the cases under subsection (2), the Bundesanstalt may also order an undertaking arranging the significant holding not to follow the instructions of the holder of a significant holding who holds an interest in the arranging undertaking.