Contact

PSI AG
Karsten Pierschke
Head of Communications and Investor Relations
Dircksenstr. 42-44
10178 Berlin
Phone: +49 30 2801-2727
Fax: +49 30 2801-1000
ir@psi.de

Registered shares

Frequently asked questions about the conversion to registered shares

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What are registered shares?

Registered shares are shares whose owner's names are recorded. A company issuing registered shares maintains a stock register, which records shareholders by name, date of birth, address and the number of shares they are holding.

Only registered shareholders are considered shareholders in a legal sense. Shareholders are entitled to review their personal data recorded in the stock register.

Registered shares are common outside of Germany, and over recent years many German companies have changed from bearer to registered shares as well.

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Which expenses are incurred by shareholders in the conversion to registered shares?

The conversion from bearer to registered shares does not create any cost to PSI shareholders.

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Do shareholders incur higher expenses due to a stock register being maintained?

There will be no additional expenses for shareholders as a result of maintaining a stock register. There is no increase in depository fees for shareholders either.

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Why did PSI change to registered shares?

PSI Group strives for a direct and transparent communication with its shareholders. Registered shares provide the company with the visibility necessary for the delivery of specific information to shareholders concerning company developments.

Registered shares facilitate the process of proxy voting as well as the preparation of the Annual Shareholders’ Meeting by enabling the company to send invitations and other materials to shareholders directly.

In addition, registered shares offer sustainable and long-term cost savings for the company in the process of Annual Shareholders’ Meeting preparation and in terms of transactions fees.

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What does converting to registered shares change for the shareholder?

In the future shareholders recorded in the stock register will receive company information directly from PSI Group and no longer from their depository bank. Shareholders can either register personally to attend the Shareholders’ Meeting or give proxy voting power to exercise voting rights. Dividends will be credited via the shareholder’s depository bank.

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What is the stock register?

Upon issuance of registered shares a share register must be kept where legally determined details are held electronically. These details encompass number of shares held, name, date of birth, and address, of the shareholder. Only registered shareholders are legally considered as shareholders (Section 67, paragraph 1 and 2 of the German Stock Corporation Act – AktG).

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Will I be automatically registered, if I buy PSI shares?

If an investor acquires PSI shares and does not stipulate otherwise, the investor will be registered automatically in the stock register. Please note that due to local regulations and operating procedures some shareholders that hold the securities via banks/brokers outside of Germany are not directly registered and are therefore not directly entitled to attend the Shareholders’ Meeting and vote there.

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How is the privacy and confidentiality of personal data ensured?

Personal details of shareholders in the stock register are confidential and will not be passed on to any unauthorized third party, in particular not to other shareholders. Information held in the stock register is subject to applicable privacy law. The company is permitted to use stock register information for its investor relations activities. Any dissemination of this data outside of the group is prohibited.

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When do you delete my personal data from the stock register?

Your personal data will be deleted from the stock register after the sale of all your PSI shares.

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Why is the entry in the stock register so important?

Entry in the stock register is important for the individual shareholders because only shareholders listed in it are regarded as shareholders and are therefore entitled to attend the Shareholders’ Meeting and execute their voting rights there.

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Can a shareholder refuse to be recorded in the stock register?

Yes, this is an option. In these cases, the depository bank has to be entered into the stock register and is regarded as shareholder by the company. Shareholders, who have objected to being recorded in the stock register do not receive any information from the company directly. This applies specifically to the invitation to the Shareholders’ Meeting, which shareholders do not receive from the company as well as to shareholders’ rights, which shareholders are not able to exercise directly.

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Is a shareholder who objected being registered entitled to receive a dividend?

Yes. The Dividend will be paid on the first working day following the annual general meeting. The shareholder will be credited the dividend via the depository bank.

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Where can the stock register be viewed by the shareholder?

All shareholders can view their personal stock register data on the company’s premises. Shareholders can also submit address changes for the register online.

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Is data recorded in the stock register reported to others?

No, it is not reported anywhere else. The data is exclusively for company purposes.

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Does the company have to be informed about changes in address?

Depository banks are obliged to inform the respective companies about changes in address. It is also possible for shareholders to submit a brief note on the change in address. This can either be done by e-mail or the shareholders can submit their request for an address change online. However, it is recommended that you inform your depository bank.

 

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Will there be a change concerning WKN/ISIN?

As a result of the conversion, the national as well as the International Securities Identification Number (WKN, ISIN) will change.

The new WKN is A0Z1JH; the new ISIN is DE000A0Z1JH9; the new SE code is PSAN.

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What will be the changes for registration of the Annual Shareholders’ Meeting?

Conditions of regestration and participation are regulated in § 16 in the statutes of PSI.

PSI Group will send the letter of invitation for the Annual Shareholders’ Meeting directly to the shareholders registered in its stock register. A registration sheet which shareholders can use to register with the company will be enclosed in 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 Shareholders’ Meeting or be represented by a bank, a shareholders' association or a personal proxy.

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Is there a tax implication from converting to registered shares?

There are no tax implications as a result of converting to registered shares. In tax law there is no differentiation between bearer and registered share.

PSI AG

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Annual Report 2009 for download.