Registered Shares and Share Split
In the following we provide you some information on the 1:3 share split and the conversion from bearer to registered shares in exchange trading and custodian banks, both effective as of August 4, 2008.
Where are E.ON shares traded?
E.ON shares are traded on all German stock exchanges, the electronic stock exchange, and in the United States in the over the counter market (OTC market) via American Depositary Receipts (ADR). The E.ON share is part of the most important indices, including the DAX, Dow Jones (DJ) Stoxx 50, DJ Euro Stoxx 50, DJ Stoxx Utilities Index and the German dividend index (DivDAX) as well as the DJ Sustainability Index.
What is a registered share?
A registered share is registered in the name of the owner. A company issuing registered shares maintains a stock register, which records shareholders with their name, date of birth and address as well as the number of shares they are holding. Only shareholders listed in the stock register are accepted as shareholders of the company (Section 67, paragraph 1 and 2 of the German Stock Corporation Act -AktG). Shareholders are entitled to receive information from the company about personal data recorded in the stock register.
What is E.ON permitted to use the information from the stock register for?
Information held in the stock register is subject to applicable privacy provisions. 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. The company may only use this data for advertising purposes if the shareholder has not objected.
What is the difference between depositing bearer and registered shares with a bank?
There are no differences between bearer and registered shares regarding depositing or fungibility. The company informs owners of registered shares about the Shareholders' Meeting directly.
What does converting to registered shares change for the shareholder?
In the stock register recorded shareholders will receive company information directly from E.ON and no longer from their depository bank. Shareholders can either register personally to attend the Shareholders' Meeting or appoint a proxy (e.g. a bank, a shareholders' association or the proxy agent of E.ON) to exercise voting rights. Dividends are still credited via the shareholder's depository bank.
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. In that case, however, the company accepts the depository bank as the shareholder. 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 then are not able to exercise directly.
Advantages for shareholders and the company
What are the advantages for shareholders?
Registered shares facilitate immediate communications between the company and the shareholder. The company can provide shareholders with information more quickly and accurately and (if shareholders agree) can send invitations to the Shareholders' Meeting by e-mail. Shareholders can register for the Shareholders' Meeting via the internet and vote online.
What are the advantages for the company?
By recording shareholders in a stock register the company knows its shareholders and its shareholder structure better. The company is in a position to address its shareholders directly (at least if they are registered). This means that investor relations activities are more directly and consequently more efficient.
Which expenses are incurred by shareholders in the conversion to registered shares?
The conversion to registered shares is free of charge for shareholders.
Do shareholders incur higher expenses due to a stock register being maintained and is there an increase in depository fees?
There are no ongoing expenses for shareholders as a result of maintaining a stock register. There is no increase in depository fees for shareholders either.
Anonymity and Data Protection
Who has access to the stock register and where can it be viewed?
All shareholders can view their personal stock register data on the company's premises. Shareholders can also use their personal password to view and edit their address data online.
Is data recorded in the stock register reported to other organizations or bodies?
No, it is not reported anywhere else. The data is exclusively for company purposes.
How is privacy monitored?
According to the Federal Data Protection Act (Bundesdatenschutzgesetz) data protection is monitored by the company's Data Protection Officer and the respective regulatory authority.
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 edit their address data online with a personal password. It is however, always recommendable to inform your depository bank.
Is it possible to enter the bank instead of the shareholder?
Generally, this is possible if a shareholder has expressly objected to being recorded in the stock register. In that case, the depository bank can be recorded. If the shareholder is not recorded personally, he/she is not accepted as a shareholder by the company. Information provided by the company and invitations issued to the Shareholders' Meeting don't reach shareholders directly in that case.
What happened in E.ON's share split?
On April 30, 2008, the E.ON AG Shareholders Meeting resolved to split shares in a ratio of one to three. This means that for every outstanding E.ON share two additional shares were issued. As a result of the share split, the share price was only mathematically divided by three, which also applies to the dividend per share.
Why has E.ON opted for a share split?
The E.ON share price was significantly higher than EUR 100 for some time. At first glance, the share looked expensive compared to other DAX companies. With the share split in a ratio of 1:3 two new shares were issued for each outstanding share. This means, that the share price was going to be one third, now putting it in line with industry levels.
Did the share split have an impact on dividends?
The share split dit not have an impact on the dividend total as the dividend per share was only mathematically divided by three. On the other hand shareholders now have three shares instead of one.
What were the implications of the share split on the price of the E.ON share?
In principal, the price of each share was reduced to a third of the price before the share split.
Which implications did the share split have on already acquired shares held in a depository account?
The share split has no impact on the value of your assets, i.e. the total value of the stocks held in your depository account does not change. The number of stocks held in your depository account increases by a factor of three while the value of each share is mathematically reduced to one third. Both effects theoretically offset each other.
Does the share split have any tax implications?
The share split had no tax implications.
Why was E.ON increasing its capital in conjunction with the stock split?
As the legal prerequisite for the share split in a 1:3 ratio, E.ON was simultaneously conducting a capital increase with company funds without issuing new shares. EUR 266.8 million was transferred from the capital reserve to registered share capital. After the share split the mathematical nominal value per share was EUR 1.00 (before the split it has been EUR 3.00). The value of E.ON and the price of its shares were not influenced.