On proposal of the Executive Board and the Supervisory Board of TUI AG the 2005 Ordinary Annual General Meeting on 11 May 2005 resolved that bearer shares be converted to registered shares.
From July 2005 on the TUI shares are traded as registered shares. Please note the details concerning the conversion of bearer shares to registered shares published here.
What are registered shares?
Registered shares are shares whose owner's names are recorded. Bearer shares, in contrast, do not register the owner's name; the respective bearer is regarded as the company's shareholder.
What is the share register?
A share register has to be kept when issuing registered shares. The share register electronically stores the statutory data. It records the name, date of birth and address of the respective shareholder – in the event of a legal entity the company, business address and headquarters – and in any case the number of shares held by the shareholder. Only those registered in the share register are considered shareholders by the company.
Confidentiality of personal data
The personal data of shareholders in the share register is confidential and is not passed on to any unauthorised third party, in particular not to other shareholders. Shareholders do not have to have their names registered in the share register. Shareholders wanting to be anonymous can, for instance, authorise their bank or any other third party to be admitted to the share 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 share register by means of corresponding agreements. However, only the third party registered in the share register is regarded as the shareholder by the listed company.
Benefits offered by registered shares
One of the benefits is that registered shares allow for better direct contact between the stock corporation and the shareholders. They enable TUI AG e.g. to provide its shareholders with direct information about the company, focus their contacts with investors better and send the letter of invitation and other documents straight to shareholders or receive instructions for votes in the run-up to the Annual General Meeting.
The conversion to registered shares will also make it easier for TUI AG to prove that the majority of its shares are held by EU nationals. This evidence is required to obtain the operating licenses for the airlines associated with the Group under air traffic regulations.
Entry in the share register
The conversion to registered shares assumes that a share 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 TUI shares held. Entry in the share register is important for the shareholders because only the person registered as a shareholder in the Company's share register is recognised as a shareholder by the Company and is thus entitled to take part in and to cast a vote at the Annual General Meeting.
Free conversion of account balance
Rights of shareholders
The legal position of the shareholders of TUI AG, who are entered in the share register, will not be negatively affected by the conversion of share certificates issued to the bearer to registered share certificates. Their participation in the Company remains as unchanged as is the case with the rights associated with their shares. Further, the shareholders' rights to sell their shares is not limited or made more difficult, for the transfer of registered TUI AG shares does not require the approval of the Company.
Clearing aspects of the conversion of account balance
In connection with the new arrangement of TUI AG's share capital in registered shares, clearing-wise, a conversion of the account balances of bearer shares to registered shares, in each case at a rate of 1:1, was required – together with the provision of shareholders' details for entering in the share register, earlier. Furthermore the stock exchange listing of the stock exchange admitted TUI bearer shares (former ISIN: DE0006952005 / WKN 695 200) had to be converted.
The stock exchange admitted TUI bearer shares (former ISIN: DE0006952005 / WKN 695 200) are traded with effect from 4th July 2005 as registered shares on the official market, as well as on the sub-segment of the official market with further duties resulting from admission (Prime Standard) on the Frankfurt Stock Exchange. Further, the registered shares are traded with effect from 4th July 2005 on the official market on the stock exchanges in Berlin-Bremen, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart. From this point in time only the stock exchange admitted TUI AG registered shares under the new ISIN DE000TUAG000 resp. WKN TUA G00 will be deliverable on the stock exchange. Stock exchange orders not yet carried out at the time of the conversion expired with effect from close of business on 1st July 2005.
The depositary banks therefore transfered the account balances in TUI AG bearer shares in each case in a relationship of 1:1 to TUI AG registered shares at the rate existing on the evening of 1st July 2005.
Free conversion of account balance
The conversion and the reporting of the TUI shareholders for initial registration in the share register as well as the account conversion of bearer shares into registered shares are free of charge for TUI shareholders.
Purchase and sale of registered shares
Just as bearer shares, registered shares can be bought or sold at the stock exchange. As before, you will give your bank a buy or sell order; your bank will take care of all the transactions required.
The required re-registration in the share register takes place electronically. Thus, the tradeability of registered shares does not differ from that of bearer shares.
Custody and transfer of registered shares
The new “Act on Registered Shares to Ease the Execution of Voting Rights” (NaStraG), adopted on 21 January 2001, eases certain restrictions, and so registered shares can now also be held under collective custody and thus be administered and transferred in the same way as bearer shares.
Exclusion of certification
Change in the share identification numbers
| Cancellation of the bearer shares of TUI AG from the previous ISIN / WKN | into | Conversion of the registered shares of TUI AG to the new ISIN / WKN |
| DE0006952005 / WKN 695 200 (admitted to the stock exchange) | into | DE000TUAG000 / WKN TUA G00 (admitted to the stock exchange) |
| DE0001262350 / WKN 126 235 (not admitted to the stock exchange – employee shares / blocked until 31.12.2005 inclusive) | into | DE000TUAG1B0 / WKN TUA G1B (not admitted to the stock exchange – employee shares / blocked until 31.12.2005 inclusive) |
| DE000A0BVWC2 / WKN A0B VWC (not admitted to the stock exchange – employee shares / blocked until 31.12.2006 inclusive) | into | DE000TUAG2B8 / WKN TUA G2B (not admitted to the stock exchange – employee shares / blocked until 31.12.2006 inclusive) |
Exclusion of certification
The shareholders' right to receive their shares in certificate form is excluded under the articles of association. The TUI shareholders receive – as before – a collective depositary account credit note for the amount of TUI shares they hold.
Treatment of objections of the TUI shareholders to registration in the share register
If shareholders object to their registration in the share register, the depositary banks have been requested to present themselves for registration in the share register. Shareholders who are not personally registered in the share register lose the right to take part in the shareholders' Annual General Meeting as well as their voting rights.
Benefits offered by registered shares
Confidentiality of personal data
Advice from depositary bank
TUI shareholders were already informed by their depositary banks starting at the end of May 2005 about the forthcoming conversion of bearer shares and how their registration in the share register was to be carried out. We would ask our shareholders to take note of any advice received from their particular depositary banks.
Registration for the Annual General Meeting
TUI AG will send the letter of invitation for the Annual General Meeting straight to the shareholders registered in its share register. A registration sheet which shareholders can use to register with the company will be enclosed to 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 General 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.
Payment of dividends
The dividend payment will be credited via the depositary bank in the traditional way.
Employee shares
TUI AG issued staff shares in 2003 and 2004 for the last time, which are recorded as blocked in the accounts of the beneficiaries. All staff shares of TUI AG are to remain blocked after the conversion to registered shares until the respective blocking periods have expired.
Change in the share identification numbers of the employee shares
Act on Registered Shares to Ease the Execution of Voting Rights (NaStraG)
German Stock Corporation Law draws a distinction between bearer shares and registered shares. The type of shares issued by a stock corporation is determined by the articles of association of the company. Any changes are resolved by the shareholders at the Annual General Meeting.
In the past, most shares issued in Germany were bearer shares. At the international level, in contrast, registered shares are widely spread.
With the enactment of the German “Act on Registered Shares to Ease the Execution of Voting Rights” (NaStraG) at the beginning of 2001, the issuance of registered shares in Germany was revised. As a result, the number of listed stock corporations issuing registered shares rose substantially. It currently stands at 62, including one third of DAX30 shares alone.