1.  Introduction

With this circular, we provide you with the updated General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market on Frankfurter Wertpapierbörse (FWB^®, the Frankfurt Stock Exchange), (GTC DBAG).

Changes have been made in connection with the inclusion of shares in Scale and in the Basic Board in the event of a change in the legal form of the issuer submitting the application. In addition, editorial adjustments have been made.

The amended GTC DBAG will become effective on 10 October 2023.

2.  Required action

The amendments to the GTC DBAG shall be deemed to have been approved if the Participant, the applying Issuer, the guarantor or the supporting Capital Market Partner does not notify Deutsche Börse AG, Mergenthalerallee 61, 65760 Eschborn, Germany, in writing or electronically of a rejection of the amendments to the GTC DBAG prior to the date on which they become effective (§ 44 Paragraph 1 Clause 2 of the GTC DBAG).

In the case of an objection of the GTC DBAG, Deutsche Börse AG may terminate its business relations to the Participant, the applying Issuer, the guarantor or the supporting Capital Market Partner subject to a notice period of six weeks (§ 44 Paragraph 2 Clause 1 of the GTC DBAG). The right to termination for good cause remains unaffected (§ 44 Paragraph 2 Clause 2 of the GTC DBAG).

3.  Details of the changes

A. Amendments regarding the inclusion of shares in Scale and in the Basic Board in the event of a change in the legal form of the applying Issuer

The reason for updating the provision is the new administrative practice in the Regulated Market, which has now been adjusted accordingly in the Regulated Unofficial Market.

§ 31 GTC DBAG in the version valid until 9 October 2023:

(1)  In case of a change of legal form from a German public limited company (Aktiengesellschaft, “AG”) to a German partnership limited by shares (Kommanditgesellschaft auf Aktien, “KGaA”) or from a German partnership limited by shares to a German public limited company, the subject of the inclusion shall be amended so that the inclusion applies to the shares of the Applying Issuer following its change of legal form (“change of share class”). In the following, the shares of the new class shall be deemed as included.

(2)  (...)

(3)  The change of share class will be published by DBAG pursuant to § 36 Paragraph 3.

§ 31 GTC DBAG in the version valid as of 10 October 2023:

(1)  In case of a change of the Applying Issuer’s legal form which does not materially change the shareholders’ rights, in particular a change of legal form from a German partnership limited by shares (Kommanditgesellschaft auf Aktien, “KGaA”) to a German public limited company (Aktiengesellschaft, “AG”) or to a Societas Europea, the inclusion also applies to the shares of the Applying Issuer following its change of legal form.

(2)  (...)

(3)  The change of share class will be published by DBAG pursuant to § 40 Paragraph 3.

B. Editorial adjustments

Various editorial changes have been made, in particular references have been updated.

Attachment:

• General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on the Frankfurter Wertpapierbörse – Overview of Amendments

Further information