Germany – BaFin Voting Rights Notification

Germany – BaFin Voting Rights Notification

On 22 December 2022, GE BaFin issued on significant voting rights notification.

  • GE BaFin issued details on mandatory notification re significant voting rights' changes.

Mandatory Notification

  • Natural, legal persons must notify the amount of voting rights in listed companies.
  • As soon as they reach, exceed or fall below one of the threshold values through the purchase or sale of voting shares or financial instruments or for any other reason.
  • These thresholds are as follows: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75%.
  • In addition to voting rights, capital market participants must also report since 20 January 2007, if they hold certain financial instruments with which shares can be acquired.
  • In that case, the entry threshold is 5%, and any changes in voting rights must be reported to the issuer and GE BaFin within four trading days under section 33 WpHG.
  • The company must also pass on the notification no later than after 3 trading days to a bundle of media for EU-wide distribution and the company register that stores data.
  • From 1 July 2020 , notifications of changes in significant voting rights must be sent to GE BaFin and also the listed company in electronic form via GE BaFin 's MVP portal.

Available FAQ, Guide, Forms

  • Available online is the guide module B Information on major holdings of voting rights- information necessary for exercising rights attached to securities, in EN and in GE.
  • Also, available online are GE BaFin's prepared FAQ on the mandatory electronic submission process for notifications on major holdings (§§ 33 ff. WpHG) in EN, in GE.
  • FAQ on the transparency obligations of WpHG in s 6 (§§ 33 ff.), 7 (§§ 48 ff.), in GE.
  • FAQ re s 6 (sec. 33 et seq.), 7 (sec. 48 et seq.) of the securities trading act, in EN.
  • Standard form for voting rights notifications, attachment to the standard form, sample publication change total number of voting rights, sample of acquisition of own shares.
  • Declaration of independence, attachment for a collective declaration of independence.