Directors´ Dealings – German Securities Trade Act, section 15a

Publication and Notification of Transactions

(1) Any person discharging managerial responsibilities at an issuer of shares must notify the issuer and the German Financial Supervisory Authority (BaFin) of his or her own transactions involving shares of the issuer or financial instruments related to them, in particular derivatives, within five working days. The obligation pursuant to sentence 1 also applies to persons with a close association with such a person. The obligation pursuant to sentence 1 only applies to issuers whose shares

  • have been admitted for trading on a German stock exchange, or
  • have been admitted for trading on an organized market in another member state of the European Union or in another treaty state of the Agreement on the European Economic Area.

They are also deemed to be admitted for trading on an organized market if application for admission has been filed or publicly announced. The obligation pursuant to sentence 1 does not apply if the transactions of a person with managerial responsibilities together with those of persons with a close association with that person do not exceed €5,000 by the end of a calendar year.

(2) A person with managerial responsibilities within the meaning of (1) sentence 1 is a proprietor with unlimited personal liability for the issuer, or a member of the management, administrative, or supervisory body of the issuer, or other person with regular access to inside information and powers to make important decisions about the company.

(3) Persons within the meaning of (1) sentence 2 who have a close association with a person named in (2) are his or her spouse, registered life partner, dependent child, or other person who have been living in the same household as the person named in (2) for not less than one year at the time the transaction carrying a duty of notification is concluded. Legal persons for which the above named persons discharge managerial responsibilities are also deemed persons within the meaning of (1) sentence 2. Sentence 2 also covers legal persons, companies, and organizations that are directly or indirectly controlled by a person within the meaning of (2), that were set up for the benefit of such a person, or whose financial interests are substantially the same as those of such a person.

(4) A domestic issuer must publish a notification pursuant to (1) without delay and inform BaFin of the publication at the same time; it must also transfer the notification to the company register pursuant to the German Commercial Code, section 8b, for storage without delay but not before its disclosure. Section 15 (1) sentence 2 applies accordingly except that the public announcement of an application for admission is deemed to be a filed application for admission.

(5) The German Federal Finance Ministry can introduce more detailed provisions by order without the agreement of the Upper House on the minimum content, type, language, scope, and form of the notification pursuant to (1) and (4) sentence 1 and on its publication pursuant to (4). The German Federal Finance Ministry can transfer its authorization to the German Federal Financial Supervisory Authority by order.