VOTING IN GERMANY

Institutional investors have three options when it comes to casting the votes tht come with their shares: another person, a shareholder association or a bank.

 

PROXY VOTING

1. Independent proxy agency

DSW has more than 55 years of experience as a proxy voting agent in Germany.

In order to represent its members DSW sends a speaker to each German general meeting to participate in the discussion and  exercise the voting rights for other shareholders.

If you are interested to exercise your votes (only for bearer shares) through DSW, one of the few independent proxy agents in Germany, then you have to take the following three steps:

 

Step no.1:            

Instruct your bank to send the confirmation of ownership on the record date (21 days ahead of the meeting), which has to include the number of shares held (via your depository bank) to the company, at the latest 7 days before the meeting.

                 

Step no.2:            

Instruct your bank to send the ballot directly to DSW as your German proxy agent.

 

Step no.3:            

Complete and sign the DSW proxy form and send it via fax directly to DSW:  0049-211-669790.

DSW_proxy_e.pdf   (28 K)

 

ADVANTAGES:

We can guarantee you complete anonymity, if you wish.
If you want to be 100 % certain that the votes sent to DSW are actually cast, we recommend that you send us information via fax or e-mail (jella.bennerheinacherdsw-info.de) on the number of shares to be voted at the Annual General Meeting, we will then check the procedure.
Due to German law shareholder associations such as DSW are obliged to act in the interest of the shareholder. If you have any specific voting instructions for our DSW representatives we will act in full compliance with these.


2. Proxy voting agent by the company

Each shareholder has the possibility to exercise their vote through proxy agents appointed by the company. Please note that in this case, the proxy agents can only act on your behalf, if you give them specific voting instructions for each resolution.

 

BEARER OR REGISTERED SHARES?

The procedure to inform shareholders about the general meeting depends on the nature of the shares. More than 85% of all shares traded in Germany are bearer shares. Registered shares are still rare.

 

1. Information

a. Bearer shares

Companies have to publish their agenda for the general meeting 30 days in advance. The notice will be published in the electronic version of the Federal Gazette (‘e-Bundesanzeiger’) including information on the date, time, location and the authorised depository banks. Companies with an international shareholder structure also publish a short version in the international press.

 

b. Registered shares

In the case of registered shares, the final agenda, the ballot and the proxy form are sent out directly by the company to all registered shareholders.

 

2. Countermotion

If a shareholder has any reasons or information indicating either mismanagement or negligence of the supervisory or management board, then he/she can submit a countermotion, i.e. a motion to vote against the proposals by the management/supervisory board.

A countermotion can also be filed to vote against the election of the auditors.

The countermotion has to be submitted to the company latest 2 weeks ahead of the meeting. It should not include more than 5000 signs and will be published on the website of the company.

 

3. Voting procedure

a. Bearer shares

In order to participate and vote in the general meeting, shareholder are required to send a shareholder confirmation (record date) to the company. This includes the number of shares held by the client and is sufficient proof of his shareholding and voting right.

Foreign shareholders will have to instruct their custodian bank to send a confirmation of the shareholder at the record date to the deposit banks authorised by the company usually via a subcostodian.

In general, it is sufficient that this confirmation will reach the company 7 days before the general meeting.

 

b. Registered shares

Registered shares are registered either in the name of the shareholder or in the name of his bank or shareholder association (‘street name’). The shareholder registered in the share register has to give notice of attendance to the company. As the share register nowadays is accepted in electronic form registered shares are registered up until 3 days before the general meeting (depending on the company's by-laws).