Special features of the airberlin share
Regulation (EC) No 1008/2008 provides that the granting and maintenance of the operating licence of an air carrier requires that EU Member States and/or nationals of EU Member States own more than 50% of its shares and effectively control it. For these purposes, member states of the European Economic Area (EEA) and Switzerland are deemed equivalent to EU Member States.
Furthermore, a small number of the bilateral air traffic agreements concluded by the Federal Republic of Germany with non-EU Member States provide that the exercise of traffic rights requires the production of evidence that the majority of the air carrier is in German ownership and/or is controlled by German nationals.
To ensure that these requirements are met, airberlin must be able to produce evidence of its ownership and control structure. Stock corporations under German law are subject to the Act for Ensuring the Proof of Ownership and Control of Air Carriers (Luftverkehrsnachweissicherungsgesetz – “LuftNaSiG”), which provides that shares are issued in the form of registered shares with restricted transferability (vinkulierte Namensaktien). The LuftNaSiG provides the air carrier with a number of instruments to ensure compliance with the requirements under European air traffic law.
Articles of association of airberlin
airberlin is a public limited company under the laws of the United Kingdom and, consequently, is not subject to the LuftNaSiG. In order to ensure compliance with relevant ownership and control requirements under air traffic law, however, the articles of association of airberlin provide that shareholders of airberlin are not registered in the CI register unless they disclose their nationality to the company. If the granting or maintenance of the operating licence or individual traffic rights are at risk, the directors of airberlin may take a number of measures. In addition to a refusal to grant approval for a transfer of shares or a registration of shareholders, these measures include, for example, requests for information to shareholders, restrictions on the exercise of voting rights or a request to sell shares. Finally, in the event of an unsuccessful expiry of a period granted for the disposal of shares, the directors themselves may arrange for the sale of shares on behalf of the shareholder.
CI register of airberlin
The depositary banks transmit the information on transactions via the securities settlement system (CASCADE-RS) of Clearstream Banking AG, an undertaking of Deutschen Börse AG, electronically to the CI register of airberlin. The information transmitted includes the name, address, nationality, date of birth and number of shares. Information on any change of address is also transmitted electronically by the banks. As far as airberlin is aware, for these transactions, which are required pursuant to the articles of association, some banks charge fees to the account holder.
airberlin prepares the notices convening the annual general meeting on the basis of the entries in the CI register. We therefore recommend our shareholders, in case of a change of address or changes to their shareholding, to ensure that the bank in charge of the account arranges for the correction of the CI register in due time.