2024-09-06
The Federal Financial Supervisory Authority (BaFin) issued this July 2024 guidance to standardize the operational execution of external bail-in tools for German banks under the SRMR and SAG. The notice details a comprehensive workflow covering resolution order publication, trading and payment suspensions, technical conversion scenarios for various financial instruments, and the precise booking of written-down liabilities into participants' accounts. By defining standardized task tables, positive lists for exclusions and suspensions, and specific procedures for ICSDs and domestic stakeholders, the framework ensures consistent capital restoration and market continuity during bank resolution proceedings.
This translation is furnished for information purposes only. The original German text is binding in all respects. Resolution – Division Resolution Tools and Coordination Guidance Notice of the Federal Financial Supervisory Authority for the External Bail-in Implementation Status: July 2024 Guidance Notice External Bail-in Execution Status: 04.07.2024 To all
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 2 of 273 Table of contents List of Figures 5 List of Tables 5 List of process tasks 8 List of abbreviations 9 Terms and definitions in the Guidance Notice 13 I. Introduction and objectives of this document 20 II. Actors and their responsibilities 24 III. Contact details and contact persons 28
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 3 of 273 Task 2: Discontinuation/suspension of trading 46 Task 3: Settlement blocking and suspension of payments, if necessary 48 Task 4: Reflection of discontinuation/suspension of trading and generation of ISINs 49 Task 5: Instruction letter, supporting documents, list with ISINs 51 Task 6: Set-up of data stock 58 Task 7: Preparation of technical bail-in implementation 69 Task 8: Notification on features of new shares 70 Task 9: Preparation of listing of new shares 73 Task 10: Preparation of global certificate for new shares 74 Task 11: Technical bail-in implementation 75 Task 12: Booking of bail-in in participants’ accounts 85 Task 13: Hold shares for SSD/NSV holders affected by the bail-in 88 Task 14: Customer notification and reflection in accounts 89 Task 15: Submission of SSD/NSV holders´ bank account details 90 Task 16: Delivery of new shares to accounts of SSD/NSV holders 90 Task 17: Customer notification and reflection in securities accounts 91 Task 18: Order on the resumption of trading 93 Task 19: Resumption of trading and listing of new shares 93 Task 20: Information on handling of suspended payments 94 3. Description of the process tasks: ICSD bail-in implementation 97 Task table: ICSD bail-in implementation 97 Task 1: “ICSD Add-On” – Publication of the Resolution Order 99 Task I: Acknowledgement of Resolution Order 100 Task II: Acknowledgement of the positive list for suspension of payments 100 Task III: Legal review and (if necessary) suspension of payments 101 Task 5: “ICSD Add-On” – Instruction letter, supporting documents, list with ISINs 102 Task IV: Preparation of the mark-down instructions 103 Task V: Eligibility review and settlement blocking, where applicable 103 Task 10: “ICSD Add-On” – Reconciliation of ICSDs’ holdings 104 Task VI: Mark-down of CGN/NGN 105 Task VII: Reflection of the write-down in participants’ accounts 106 Task 12: “ICSD Add-On” – booking of bail-in in participants’ accounts 112 Task VIII: Reflection of the write-down and conversion in participants’ accounts 113 Task 20: “ICSD Add-On” – Information on handling of suspended payments 114 4. Sample templates for the documents from the bank for bail-in execution 116 Sample templates for the documents from the bank to domestic actors 116 Sample templates for the documents from the bank – “ICSD Add-On” 174
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 4 of 273 VI. End of the resolution procedure 193
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 5 of 273 List of Figures Figure 1: Phases of bail-in execution.......................................................................................................................................33 Figure 2: The role of the (I)CSDs in the process of the external bail-in implementation........................................35 Figure 3: Overall process of the external bail-in implementation..................................................................................37 Figure 4: Overall process of the domestic bail-in implementation................................................................................39 Figure 5: (Financial) instruments in the Guidance Notice .................................................................................................61 Figure 6: Four categories of bearer bonds in the Guidance Notice...............................................................................61 Figure 7: Reduction of percentage- and unit-quoted bearer bonds.............................................................................68 Figure 8: Overview of the technical scenarios for bearer bonds.....................................................................................76 Figure 9: Booking of bail-in in participants´ accounts and interim account ...............................................................86 Figure 10: Reflection of bail-in in customer securities accounts ....................................................................................92 Figure 11: Task table of the ICSD bail-in implementation – „ICSD Add-On“..............................................................98 Figure 12: Treatment of special cases – mapping instruments to technical scenarios ..........................................124 Figure 13: Write-up of unstructured bearer bonds...........................................................................................................196 Figure 14: Assumptions of technical scenario 5b..............................................................................................................220 List of Tables Table 1: Overview of the actors involved in the bail-in .....................................................................................................27 Table 2: BaFin’s contact data .....................................................................................................................................................28 Table 3: Contact data of CBF, WM Datenservice and the ICSDs.....................................................................................28 Table 4: Contact details and times of the exchanges for suspension of trading.......................................................29 Table 5: Contact details for the submission of the “simplified listing application” by the bank...........................30 Table 6: Contact details for informing the exchanges about the global certificate by the bank..........................30 Table 7: Derivation of the number of new shares for unstructured SSD and NSV....................................................56 Table 8: Derivation of the number of new shares for structured SSD and NSV ........................................................57 Table 9: Technical scenarios for the CSD and the NNA (instruments of ownership)................................................77 Table 10: Technical scenarios for the CSD and the NNA (unstructured BBs)..............................................................80 Table 11: Technical scenarios for the CSD and the NNA (structured bearer bonds)................................................84 Table 12: Mapping of technical scenarios – “ICSD Add-On” and domestic implementation..............................107 Table 13: Technical scenarios for the ICSDs (international BBs) ...................................................................................111 Table 14: Explanatory notes, operational guidelines – domestic bail-in implementation....................................122 Table 15: Excerpt detailed list of instruments for instruments of ownership – scenario 1 ...................................125 Table 16: Explanatory notes, detailed list of instruments for instruments of ownership – scenario 1..............126 Table 17: Excerpt detailed list of instruments for instruments of ownership – scenario 2 ...................................127 Table 18: Explanatory notes, detailed list of instruments for instruments of ownership – scenario 2..............128
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 6 of 273 Table 19: Excerpt detailed list of instruments (percentage-quoted unstructured BBs) – scenario 3.................129 Table 20: Excerpt detailed list of instruments (unit-quoted unstructured BBs) – scenario 3 ...............................130 Table 21: Excerpt detailed list of instruments (percentage-quoted unstructured BBs) – scenario 4.................131 Table 22: Excerpt detailed list of instruments (unit-quoted unstructured BBs) – scenario 4 ...............................132 Table 23: Excerpt detailed list of instruments (percentage-quoted unstructured BBs) – scenario 5.................133 Table 24: Extract from detailed list of instruments (unit-quoted unstructured BBs) – scenario 5......................134 Table 25: Extract from detailed list of instruments (percentage-quoted unstructured BBs) – scenario 6 .......135 Table 26: Extract from detailed list of instruments (unit-quoted unstructured BBs) – scenario 6......................136 Table 27: Explanatory notes, detailed list of instruments (unstructured BBs) – scenarios 3-6 ............................141 Table 28: Derivation of the technical conversion ratio for unstructured BBs ...........................................................144 Table 29: Derivation of the technical conversion ratio for zero-coupon bonds ......................................................145 Table 30: Derivation of number of new shares for money market instruments ......................................................147 Table 31: Derivation of the operational write-down and conversion percentages.................................................149 Table 32: Derivation of the technical conversion ratio for secured liabilities ...........................................................150 Table 33: Extract from detailed list of instruments (percentage-quoted structured BBs) – scenario 3 ............154 Table 34: Extract from detailed list of instruments (unit-quoted structured BBs) – scenario 3...........................155 Table 35: Extract from detailed list of instruments (percentage-quoted structured BBs) – scenario 4 ............156 Table 36: Extract from detailed list of instruments (unit-quoted structured BBs) – scenario 4...........................157 Table 37: Extract from detailed list of instruments (percentage-quoted structured BBs) – scenario 5 ............158 Table 38: Extract from detailed list of instruments (unit-quoted structured BBs) – scenario 5...........................159 Table 39: Extract from detailed list of instruments (percentage-quoted structured BBs) – scenario 6 ............160 Table 40: Extract from detailed list of instruments (unit-quoted structured BBs) – scenario 6...........................161 Table 41: Explanatory notes, detailed list of instruments (structured BBs) – scenarios 3-6 .................................166 Table 42: Derivation of the technical conversion ratio for structured BBs.................................................................168 Table 43: Explanatory notes, operational guidelines – “ICSD Add-On”......................................................................181 Table 44: Excerpt detailed list of instruments “ICSD Add-On” – technical scenario A...........................................185 Table 45: Excerpt detailed list of instruments “ICSD Add-On“ – technical scenario B...........................................185 Table 46: Excerpt detailed list of instruments “ICSD Add-On“ – technical scenario C...........................................186 Table 47: Excerpt detailed list of instruments “ICSD Add-On” – technical scenario D...........................................187 Table 48: Explanatory notes, detailed list of instruments “ICSD Add-On” – scenarios A-D .................................192 Table 49: Technical scenarios – Write-up (unstructured BBs)........................................................................................196 Table 50: Explanations on the operational guidelines for the write-up .....................................................................203 Table 51: Initial technical scenarios for write-up of unstructured bearer bonds .....................................................205 Table 52: Extract of detailed list of instruments for write-up (percent.-quot. unstruct. BBs) – scenario 7.......206 Table 53: Extract of detailed list of instruments for write-up (unit-quot. unstruct. BBs) – scenario 7...............207 Table 54: Explanations on detailed list of instruments for write-up (unstr. bearer bonds) – scenario 7..........215 Table 55: Extract from detailed list of instruments for write-up (percent.-quot. unstr. BBs) – scenario 8 .......216 Table 56: Extract from detailed list of instruments for write-up (unit-quot. unstr. BBs) – scenario 8 ...............217
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 7 of 273 Table 57: Explanations on detailed list of instruments for write-up (unstr. bearer bonds) – scenario 8..........219 Table 58: Example case 1 – Assumptions.............................................................................................................................221 Table 59: Example case 1 – Calculation of the technical booking ratio......................................................................221 Table 60: Example case 1 – Calculations of the amount to be converted and technical conversion ratio......222 Table 61: Example case 2 – Assumptions.............................................................................................................................223 Table 62: Example case 2 – Calculation of the new pool factor....................................................................................223 Table 63: Example case 2 – Calculations of the amount to be converted and technical conversion ratio......224 Table 64: Example case 3 – Assumptions.............................................................................................................................224 Table 65: Example case 3 – Calculation of the technical booking ratio......................................................................225 Table 66: Example case 3 – Calculations of the amount to be converted and technical conversion ratio......225 Table 67: Example case 4 – Assumptions.............................................................................................................................226 Table 68: Example case 4 – Calculation of the new pool factor....................................................................................227 Table 69: Example case 4 – Calculations of the amount to be converted and technical conversion ratio......227 Table 70: Example case “Samplebank AG” – Information on the instruments affected by the bail-in .............229 Table 71: Example case “Samplebank AG” – detailed list of instruments (technical scenario 1) ........................237 Table 72: Example case “Samplebank AG“ – detailed list of instruments (technical scenario 3b)......................237 Table 73: Example case “Samplebank AG“ – detailed list of instruments struct. BBs (tech. sc. 5a)....................239 Table 74: Example case “Samplebank AG” – detailed list of instruments (technical scenario C)........................248 Table 75: Excerpt from the positive list of instruments affected by the bail-in........................................................250 Table 76: Explanatory notes, positive list of instruments affected by the bail-in....................................................251 Table 77: Excerpt from the positive list with discretionary exclusions ........................................................................252 Table 78: Explanatory notes, positive list with discretionary exclusions.....................................................................252 Table 79: Excerpt from the positive list for the suspension of payments – Table 1................................................253 Table 80: Excerpt from the positive list for the suspension of payments – Table 2................................................253 Table 81: Explanatory notes, positive list for the suspension of payments...............................................................254 Table 82: Excerpt from the positive list for the suspension of trading .......................................................................255 Table 83: Explanatory notes, positive list for the suspension of trading....................................................................255 Table 84: Excerpt from the positive list with instruments for the write-up ...............................................................256 Table 85: Explanatory notes, positive list with affected instruments for the write-up...........................................257
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 8 of 273 List of process tasks Task table 1: Publication of the Resolution Order...............................................................................................................41 Task table 2: Discontinuation/suspension of trading.........................................................................................................46 Task table 3: Settlement blocking and suspension of payments....................................................................................48 Task table 4: Reflection of discontinuation/suspension of trading and ISIN generation........................................50 Task table 5: Instruction letter, supporting documents, supplementary positive lists.............................................53 Task table 6: Set-up of data stock............................................................................................................................................58 Task table 7: Preparation of technical bail-in implementation........................................................................................69 Task table 8: Notification on features of new shares .........................................................................................................70 Task table 9: Preparation of listing of new shares...............................................................................................................73 Task table 10: Preparation of global certificate for new shares ......................................................................................74 Task table 11: Technical bail-in implementation .................................................................................................................76 Task table 12: Booking of bail-in in participants’ accounts..............................................................................................86 Task table 13: Hold shares for SSD/NSV holders and existing shareholders affected by the bail-in..................88 Task table 14: Customer notification and reflection in securities accounts ................................................................89 Task table 15: Submission of SSD/NSV holders´ / existing shareholders’ bank account details ..........................90 Task table 16: Delivery of new shares to affected SSD/NSV holders / existing shareholders ...............................91 Task table 17: Customer notification and reflection in securities accounts ................................................................92 Task table 18: Order on the resumption of trading............................................................................................................93 Task table 19: Resumption of trading and listing of new shares....................................................................................94 Task table 20: Information on handling of suspended payments..................................................................................95 Task table 21: Publication of the Resolution Order – “ICSD Add-On”..........................................................................99 Task table 22: Acknowledgement of Resolution Order...................................................................................................100 Task table 23: Acknowledgement of the positive list for suspension of payments ................................................100 Task table 24: Legal review of the Resolution Order and (if necessary) suspension of payments.....................101 Task table 25: Instruction letter, supporting documents, positive lists – “ICSD Add-On”.....................................102 Task table 26: Preparation of the mark-down instructions to the ICSDs ...................................................................103 Task table 27: Information to the ICSDs’ participants, eligibility review and settlement blocking ....................104 Task table 28: Reconciliation of ICSDs’ holdings with CDs/CSPs by the bank – “ICSD Add-On”.......................104 Task table 29: Adjustment of the Classical Global Note/New Global Note...............................................................105 Task table 30: Reflection of the write-down in participants’ accounts by ICSDs.....................................................106 Task table 31: Booking of bail-in in participants’ accounts by CBF – “ICSD Add-On”...........................................112 Task table 32: Reflection of write-down and conversion in participants’ accounts by ICSDs..............................113 Task table 33: Information on handling of suspended payments – “ICSD Add-On”..............................................114
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 9 of 273 List of abbreviations AG Aktiengesellschaft (German stock corporation). AktG Aktiengesetz (German Stock Corporation Act) of 6 September 1965 (Federal Law Gazette (BGBl.) I p. 1089), as last amended by Article 13 of the Financing the Future Act (Zukunftsfinanzierungsgesetz) of 11 December 2023 (BGBl. 2023 I. No. 354). AöR Anstalt des öffentlichen Rechts (public-law institution). AT1 Additional Tier 1 capital in accordance with Article 51 of the Capital Requirements Regulation (CRR). BaFin Bundesanstalt für Finanzdienstleistungsaufsicht (Federal Financial Supervisory Authority). BB Bearer bond. BGB Bürgerliches Gesetzbuch (German Civil Code) in the wording of the announcement as published on 2 January 2002 (BGBI. I p. 42, corrected by p. 2909 and 2003 I p. 738), as last amended by Article 1 of the German Act to Protect Minors in Foreign Marriages of 24 June 2024 (BGBl. 2024 I N. 212). BörsZulV Börsenzulassungs-Verordnung (German Stock Exchange Admission Regulation) – Regulation on the Admission of Securities to the Regulated Market on a Stock Exchange in the wording of the announcement as published on 9 September 1998 (BGBl. I p. 2832), which was last amended by Article 4 of the Financing the Future Act (Zukunftsfinanzierungsgesetz) of 11 December 2023 (BGBl. 2023 I. No. 354). BRRD Bank Recovery and Resolution Directive – Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Directive 82/891/EEC, Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and Regulations (EU) No. 1093/2010 and (EU) No 648/2012 of the European Parliament and of the Council (OJ L 173, p. 190), as last amended by Article 1 of Directive 2024/11/4/EU) of 11 April 2024 (OJ L 2024/1174, 22.04.2024). CBF Clearstream Banking AG, Frankfurt. CBL Clearstream Banking Luxembourg S.A., Luxemburg. CD Common Depository (CD of the ICSDs in the case of the Classical Global Note). CET1 Common Equity Tier 1 capital in accordance with Articles 26 and 27 of the Capital Requirements Regulation (CRR). CGN Classical Global Note. CRR Capital Requirements Regulation – Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012 (OJ L 176 p. 1, corrected by L 208 p. 68, L 321 p.6, 2015 L 193 p. 166, 2017 L 20 p. 3, corrected by 2023 OJ L 92 p. 29), as last amended by Article 5 of Regulation (EU) 2023/2869 of 13 December 2023 (OJ 2023 L 2869 p.1).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 10 of 273 CSD Central Securities Depository within the meaning of Article 2(1) no. 1 of the CSDR. CSDR Central Securities Depository Regulation (Zentralverwahrerverordnung) – Regulation (EU) No. 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (OJ L 257 p. 1; corrected by OJ 2016 L 349 p. 5), as last amended by Article 1 of Regulation (EU) 2023/2845 of 13 December 2023 (OJ L 2023/2845, 27.12.2023). CSSF Commission de Surveillance du Secteur Financier (Financial Sector Supervisory Commission of the State of Luxembourg). CSK Common Safekeeper (CSK of the ICSDs in the case of the New Global Note). CSP Common Service Provider (CSP of the ICSDs in the case of the New Global Note). DBG Deutsche Börse Group AG, Frankfurt. DepotG Depotgesetz (Safe Custody Act) – Act on the safe custody and acquisition of securities in the wording of the announcement of 11 January 1995 (BGBl. I p. 34), last amended by Article 4 of the Act on the Introduction of Electronic Securities of 3 June 2021 (BGBl. I p. 1423). Commission Delegated Regulation (EU) 2016/1075 of 23 March 2016 supplementing Directive 2014/59/EU of the European Parliament and of the Council with regard to regulatory technical standards specifying the content of recovery plans, resolution plans and group resolution plans, the minimum criteria that the competent authority is to assess as regards recovery plans and group recovery plans, the conditions for group financial support, the requirements for independent valuers, the contractual recognition of write-down and/or conversion powers, the procedures and contents of notification requirements and of notice of suspension and the operational functioning of the resolution colleges. DM Deutsche Mark (German mark). DTC The Depository Trust Company, New York. EB Euroclear Bank SA/NV, Brussels. eG Eingetragene Genossenschaft (registered cooperative society). EUR Euro. FMI Financial Market Infrastructure. FOLTF Failing Or Likely To Fail. FWB Frankfurter Wertpapierbörse (Frankfurt Stock Exchange).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 11 of 273 GDPR General Data Protection Regulation – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (OJ L 119 p. 1, corrected by L 314 p. 72, 2018 L 127 p. 2 and 2021 L 74 p. 35). GmbH Gesellschaft mit beschränkter Haftung (limited liability company). ICSD International Central Securities Depository. ISIN International Securities Identification Number according to ISO standard 6166. ISV Inhaberschuldverschreibung (bearer bond). IT Information Technology. KWG Kreditwesengesetz (German Banking Act) – Banking Act in the wording of the announcement of 9 September 1998 (BGBl. I. p. 2776), as last amended by Article 6 of the Secondary Credit Market Promotion Act (Kreditzweitmarktförderungsgesetz) of 22 December 2023 (BGBI. 2023 I No. 411). LEI Legal Entity Identifier according to ISO standard 17442. MiFID Markets in Financial Instruments Directive – Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (revised) (OJ L 173 p. 349, corrected by OJ 2015 L 74 p. 38, OJ 2016 L 188 p. 28, OJ L 273 p. 35, OJ 2017 L 64 p. 116, OJ L 278 p. 56), as last amended by Article 1 of Directive 2024/790/EU of 28 February 2024 (OJ L 2024/790). MTF Multilateral Trading Facility within the meaning of Article 4(1) no. 22 of the MiFID. n.a. Not applicable. NAV Net asset value. NBB Nationale Bank van België (Belgian national bank). NGN New Global Note. NNA National Numbering Agency. NSV Namensschuldverschreibung (registered bond). Any reference to NSV in the following is to deposits and not to securities. NSS New Safekeeping Structure. NV (NW) Nominal Value (Nennwert). OTF Organised Trading Facility within the meaning of Article 4(1) no. 23 of the MiFID. p.a. PCEV PF per annum. Post-conversion equity value. Pool factor (Poolfaktor).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 12 of 273 Prospekt-VO Prospektverordnung (Prospectus Regulation) – Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168 p.12), last amended by Article 13 of Regulation (EU) 2023/2869 of 13 December 2023 (OJ L 2023/2869, 20.12.2023). SAG Sanierungs- und Abwicklungsgesetz (German Recovery and Resolution Act) of 10 December 2014 (BGBl. I. p. 2091), last amended by Article 10 of the Secondary Credit Market Promotion Act (Kreditzweitmarktförderungsgesetz) of 22 December 2023 (BGBI. 2023 I No. 411). SI Systematic Internaliser within the meaning of Article 4(1) no. 20 of the MiFID. SM Special manager. SRMR Single Resolution Mechanism Regulation – Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No 1093/2010 (OJ L 225 p. 1, corrected by OJ 2015 L101 p. 62), as last amended by Article 2 of Directive 2024/1174/EU of 11 April 2024 (OJ L 2024/1174, 22.04.2024). SSD Schuldscheindarlehen (borrower´s note loan). T Day of publication of the Resolution Order. T2 Tier 2 capital in accordance with Article 62 of the CRR. VAT-ID Value added tax identification number. WDCCI Write-Down and Conversion of Capital Instruments. WKN Wertpapierkennnummer (securities identification number). WM Herausgebergemeinschaft (joint publishers) Wertpapier-Mitteilungen, Keppler, Lehmann GmbH & Co. KG (WM Group). WSS Wertpapiersystem der Deutschen Börse (Securities Service System of the Deutsche Börse).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 13 of 273 Terms and definitions in the Guidance Notice Term Definition Resolution authority Federal Financial Supervisory Authority (BaFin) as national resolution authority pursuant to Article 3(1)(3) of the SRMR and section 3(1) of the SAG. Resolution entity A resolution entity is, in accordance with point (24a) of Article 3(1) of the SRMR, a legal person established in a participating Member State which has been identified under Article 8 of the SRMR as an entity for which resolution action is envisaged in the resolution plan. Effective date of resolution Date on which the measures ordered by the resolution authority become effective. The effective date is stated in the Resolution Order. Share type Pursuant to section 10(1) of the AktG, a distinction is made between bearer shares and registered shares (with restricted transferability, where applicable) according to the type of securitisation. The type of shares to be issued must be specified in the articles of association in accordance with section 23(3) no. 5 of the AktG. Secured liability Secured liability within the meaning of Article 27(3)(b) of the SRMR or section 91(2)(2) of the SAG. Class of shares In accordance with section 11 of the AktG, all shares that grant the same rights form a class. Accordingly, bearer shares and registered shares, for example, form the same class. Preferred shares and ordinary shares, on the other hand, belong to different classes. Existing shareholders In this document, the term “existing shareholders” refers to those shareholders who held instruments of ownership (e.g. of an AG, GmbH or cooperative society) prior to the resolution measure. Request date The request date is the reference date for the provision of bail-in information by the relevant entity. The request date is the close of business of the relevant entity on the business day determined by the resolution authority and notified to the relevant entity in the request. The close of business on that business day shall be determined by the relevant entity itself. If the resolution authority issues the request to provide the data before the request date, the timeframe for providing the data shall commence with the close of business on the request date. Accrued interest Pro rata interest accrued but not yet paid as at the request date, irrespective of whether and to what extent the due date has already been reached as at the request date. Outstanding principal amount Outstanding principal amount of liabilities. Liability in this sense means the obligation of the resolution entity towards a third party. The outstanding principal amount may be lower than the original issue amount, e.g. due to redemptions, or higher, e.g. due to credit restructuring measures. Premiums/discounts are not part of the outstanding principal amount. Outstanding amount The amount is the aggregate of the outstanding principal amount, plus, if applicable, interest accrued up to the request date and any fees and charges, irrespective of whether and to what extent the relevant principal, interest or fees and charges were already due at the request date and whether they are required to be recognised as items of liabilities in the balance sheet of the resolution entity prepared in accordance with the applicable accounting principles. Bail-in The WDCCI power and the bail-in tool are, for the purposes of this document and because of their similar technical processes, referred to together as bail-in.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 14 of 273 Term Definition Bail-in tool Bail-in tool within the meaning of Article 27 of the SRMR and/or section 90 of the SAG. Bail-in sequence The sequence pursuant to Article 21(10) in conjunction with Article 17(1) of the SRMR and/or section 97 (1) of the SAG in which CET1 instruments, relevant capital instruments and bail-inable liabilities are used for the WDCCI power and the bailin tool. The following sequence applies:
1 With regard to the definition of terms in connection with structured bonds, please refer to the terms used by the German Structured Securities Association (BSW). 2 See also SRB document “Reflecting bail-in in the books of the International Central Securities Depositories (ICSDs)” under: https://www.srb.europa.eu/en/content/srb-issues-new-guidance-bail-international-debt-securities.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 15 of 273 Term Definition Dematerialisation Conversion of securities in physical form into electronic securities (book entries) held at a CSD. Third country A country that is not an EU Member State (section 2(1) no. 12 of the SAG). Foreign currency Any currency other than the euro. Money market instrument Instruments within the meaning of section 2(2) of the WpHG. Global Note/Global Certificate Pursuant to section 9a of the DepotG, a global certificate is a security evidencing several rights, each of which could be evidenced in fungible securities of one and the same kind. The global certificate is generally held in custody and administered at a central institution, the securities clearing and deposit bank (see under Central Securities Depository). Write-up In the context of this Guidance Notice, write-up means (1) the reinstatement of the value of the claims of creditors and the owners of the relevant capital instruments that were written down on the basis of the provisional valuation by applying the bail-in tool in accordance with Article 20(12)(a) of the SRMR or section 75 (4) number 1 of the SAG, and (2) the reversal of the retirement or cancellation of Common Equity Tier 1 instruments in accordance with section 99(3) of the SAG. Maximum amount (structured bearer bonds) Fixed maximum payout amount of a structured bearer bond at maturity.3 Immobilisation The placement of physical securities with a CSD. Bearer share (Inhaberaktie) Class of shares that allows the owner to exercise the rights evidenced by the share. Bearer shares are transferred informally by delivery and agreement, without any adjustment being made on the document. The owner of the bearer share is not named and usually does not have to provide proof of legal ownership of the share. The right in the document follows the right to the document. Bearer bond (BB) A security according to section 793 of the BGB entitling the owner to all rights of ownership, such as repayment of the outstanding principal amount and agreed interest payment. The bondholder is entitled to all rights of ownership from the property of the security. The holder of the security is deemed to be the owner. Instrument For the purposes of this document, and unless otherwise specified in the text, the term instrument comprises relevant capital instruments and bail-inable liabilities issued by the institution under resolution. International bearer bond Within the meaning of this Guidance Notice, international bearer bond means a bearer bond issued through the two International Central Securities Depositories (ICSDs) Euroclear Bank and Clearstream Banking Luxembourg. These instruments are issued in the form of a Classical Global Note (CGN) or New Global Note (NGN). The ISIN of the instruments has the abbreviation “XS” at the beginning, hence they are also referred to as “XS-ISINs” or “XS bonds”. International Central Securities Depository A central securities depository active in the settlement of internationally traded securities from different national markets, generally between different currency areas (see also Article 2 no. 43 of the Guideline (EU) 2015/510 of the European Central Bank of 19 December 2014 on the implementation of the Eurosystem monetary policy framework (ECB/2014/60)). Within the meaning of this Guidance Notice, this is understood to mean CBL or EB.
3 With regard to the definition of terms in connection with structured bonds, please refer to the terms used by the German Structured Securities Association (BSW).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 16 of 273 Term Definition Classical Global Note – CGN The issue of international bearer bonds can be evidenced in the form of a Classical Global Note or a New Global Note. In the case of the Classical Global Note, changes to the outstanding issue amount are made physically in the global certificate. Thus, the Classical Global Note has a documentary function with regard to the outstanding issue amount.4 Smallest transferable unit The smallest transferable unit is the fixed denomination or the smallest purchasable unit of a bearer bond or a whole multiple thereof. In the case of percentage-quoted bearer bonds, the smallest transferable unit is the outstanding nominal value per unit of the bearer bond (e.g. EUR 1.000). In the case of bonds quoted in units, the smallest transferable unit is generally 1 unit. Note: For percentage-quoted bearer bonds, the smallest transferable unit is recorded by WM Datenservice in field GD455A. The amount is the outstanding nominal value per bearer bond. For bonds quoted in units, the smallest transferable unit is also the amount in WM field GD455A. However, the outstanding nominal value is recorded in WM field GD460A (nominal value per unit). For bearer bonds quoted in units, the following two WM fields must therefore be taken into account in the context of external bail-in execution: (1) smallest transferable unit (GD455A) and (2) nominal value per unit (GD460A). Market maker Also called designated sponsor, specialist or exchange broker, who provides binding buying and selling prices (quotes) for the securities and trades the requested quantities at these prices. The market maker always ensures supply and demand or higher liquidity (tradability at all times). There can be one or more market makers per security. Relevant amount The outstanding amount of the liability less existing components subject to statutory exemption pursuant to Article 27(3) of the SRMR and/or section 91(2) of the SAG. Minimum amount (minimum quantity) of securities In accordance with section 2 of the BörsZulV, the expected market value of the shares to be admitted or, if its estimation is not possible, the equity capital of the company must amount to at least EUR 1.250.000. This does not apply if shares of the same class are already admitted to the regulated market on that exchange. For the admission of securities not denominated in a monetary amount, the minimum number of securities must be at least ten thousand. Furthermore, the management of the relevant exchange may admit lesser amounts than the said amounts if it is confident that a sufficient market will develop for the securities to be admitted. Minimum amount (structured bearer bonds) Fixed minimum payout amount of a structured bearer bond payable on the maturity date.5 Minimum free float of securities This refers to the minimum distribution of the capital among the public in accordance with section 9 of the BörsZulV. Accordingly, the shares to be admitted must be sufficiently distributed among the public. They are deemed to be sufficiently distributed if at least 25% of the total nominal amount, in the case of shares without par values of the number, of shares admitted have been acquired by the public or if, due to the large number of shares of the same class and their broad distribution among the public, orderly exchange trading is also ensured with a lower percentage.
4 See also SRB document “Reflecting bail-in in the books of the International Central Securities Depositories (ICSDs)” under: https://www.srb.europa.eu/en/content/srb-issues-new-guidance-bail-international-debt-securities. 5 With regard to the definition of terms in connection with structured bearer bonds, please refer to the technical terms of the German Structured Securities Association (BSW).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 17 of 273 Term Definition Registered share (with restricted transferability, if applicable) Class of shares in which the share is registered in the name of the owner and the owner is entered in the company's share register. A registered share with restricted transferability is a special form of registered share and requires the consent of the issuing stock corporation in order to be transferred (section 68 (2) of the AktG). Registered bond (Namensschuldverschreibung (NSV)) For the purposes of this Guidance Notice a bond for which the ownership can be transferred only via written assignment of the bondholder and an amendment of the entry in the register by the responsible registrar. The new holder is entitled to all rights of ownership from the property only if he is entered in the register. Par-value share (Nennbetragsaktie) Pursuant to section 8 of the AktG, shares may be issued either as par-value shares or as no-par-value shares. The par-value shares must be denominated in at least one euro. The proportion of the share capital held by par-value shares is determined by the ratio of their par-value to the share capital. New Global Note – NGN The issue of international bearer bonds can be evidenced in the form of a Classical Global Note or a New Global Note. In accordance with the terms of the New Global Note, the International Central Securities Depositories’ bookkeeping provides the legally relevant documentation for the issuer’s obligations.6 New Safekeeping Structure – NSS As of 1 January 2007, international debt instruments that were or are issued through the International Central Securities Depositories (ICSDs) will only be recognised as eligible collateral for Eurosystem credit operations if they were or are issued within the scope of the New Safekeeping Structure. In doing so, the issue must be evidenced by the New Global Note, and the global certificate must be deposited with a securities custodian (Common Safekeeper) that is an International Central Securities Depository or, where applicable, a central securities depository that fulfils the standards described in the Eurosystem User Assessment Framework. See also Guideline (EU) 2015/510 of the European Central Bank of 19 December 2014 on the implementation of the Eurosystem monetary policy framework (ECB/2014/10). Original currency Currency in which the financial instrument was issued. This may be a foreign currency or the euro. Pool factor The pool factor is a measure for partial redemptions of bonds that is offset against the nominal value. This means that a pool factor is used to represent the reduction of the nominal value (through partial redemption or write-down) of a bond mathematically. At issuance, the pool factor is always equal to 1. In accordance with the redemption conditions, the factor is reduced during the term and is 0 at the end of the term. Pool factor bond In accordance with market practice, a pool factor bond is a bond for which the nominal value is reduced after a partial redemption or partial repayment by means of a pool factor. Price quotation Exchange rate at which the price of a foreign currency unit is expressed in units of the domestic currency (DM 1 = EUR 0,5 or EUR/DM 0,5). Relevant capital instruments Relevant capital instruments within the meaning of Article 3(1) no. 51 of the SRMR and section 2 (2) of the SAG. Special manager Special manager within the meaning of section 87 of the SAG.
6 See also SRB document “Reflecting bail-in in the books of the International Central Securities Depositories (ICSDs)” under: https://www.srb.europa.eu/en/content/srb-issues-new-guidance-bail-international-debt-securities.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 18 of 273 Term Definition Change of legal form The resolution authority may order a change of legal form into a stock corporation in the Resolution Order (section 77 of the SAG). The ordered change of legal form becomes effective with the publication of the Resolution Order (section 149 of the SAG). Borrower´s note loan (Schuldscheindarlehen (SSD)) Assignable loan agreement according to section 488 (1) of the BGB. The agreement is recorded in a document serving as evidence for the existence of the loan agreement and the claims resulting thereof. Holders of the borrower´s note loan can transfer their claims only via written assignment and notification of the issuer. The issuer can request the return of the agreement document after repayment of the loan. Settlement Completion of a transaction by delivery of funds and/or securities. Structured bearer bond Structured bearer bond within the meaning of section 46f (7) of the KWG. No-par-value share (Stückaktie) Pursuant to section 8 of the AktG, shares may be issued either as par-value shares or as no-par-value shares. In contrast to par-value shares, no-par-value shares are not denominated in a nominal value and participate in the share capital to the same extent. The share in the share capital is determined by the ratio of the total number of no-par-value shares to the share capital. Denomination of a bearer bond The denomination of a bearer bond means the division of the aggregate principal amount (or total number of units) into specific partial amounts (units). In the case of percentage-quoted bearer bonds, the denomination is the smallest purchasable nominal value. If an institution issues a bearer bond with an aggregate principal amount of, for example, EUR 5 million and a denomination of EUR 1.000,00, investors can buy bonds with a value of EUR 1.000,00 or any multiple of EUR 1.000. For example, bearer bonds with a value of EUR 2.000,00, but not of EUR 1.500,00. In the case of bearer bonds quoted in units, the denomination is the smallest purchasable number of units, which is usually 1 unit. Technical conversion ratio Transition of the conversion percentage and the effective conversion rate as stated in the Resolution Order into a technical format to be processed automatically by the CSD and the NNA. The technical conversion ratio is explained in more detail in the Chapters V.4.1.1.3 and V.4.1.1.4. Preferred share Shares that carry preferential rights in the distribution of profits. The voting right can be excluded (preferred shares without voting rights). The preferential right may consist in particular of a share in the profits attributable to the share in advance (advance dividend) or an increased share in the profits (additional dividend) (section 139 of the AktG). WDCCI power Power to write down and convert relevant capital instruments in accordance with Article 21 of the SRMR and section 89 of the SAG.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 19 of 273 Term Definition Central Securities Depository (CSD) Central depository for securities that holds and manages securities for credit institutions. In accordance with section 1 (3) of the DepotG, central depositories for securities are credit institutions which are recognised as central depositories for securities pursuant to Article 16(1) of the CSDR, and that provide core services in Germany referred to in Section A point (2) of the Annex to the CSDR. Pursuant to Article 2(1) point (1) of the CSDR, a central depository is a legal person that operates a securities settlement system pursuant to Section A point (3) of the Annex and that provides at least one other core service pursuant to Section A of the Annex. In Germany, only Clearstream Banking AG currently holds the position of a domestic central securities depository within the meaning of section 1 (3) of the DepotG.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 20 of 273 I. Introduction and objectives of this document The SRMR and the German SAG provide resolution authorities with the WDCCI power (in accordance with Article 21 of the SRMR and Section 89 of the SAG) and the bail-in tool (in accordance with Article 27 of the SRMR and Section 90 of the SAG) in order to absorb losses and/or to recapitalise institutions under resolution. Those instruments comprise the write-down of relevant capital instruments und bail-inable liabilities and/or their conversion into equity or other CET1 instruments. Due to similar technical processes, for the purposes of this document the WDCCI power and the bail-in tool are both referred to as “bail-in”. In general, the bail-in provides the resolution authority with the following three powers: participation of holders of shares or other CET1 instruments; write-down and conversion of relevant capital instruments; creditor participation (bail-inable liabilities). The bail-in mechanic comprises the powers in accordance with section 101 of the SAG. It can be divided into the following three steps:
7 See point 4.3 of the MaBail-in.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 21 of 273 institutions or groups are under the direct responsibility of the national resolution authority or under the direct responsibility of the Single Resolution Board (SRB).8 However, institutions or groups that are resolvable because, in the view of the resolution authority, it is possible to open insolvency proceedings over the assets of the institution or group pursuant to Article 10 of the SRMR or Sections 57 or 58 of the SAG, are excluded. Chapter II of the Guidance Notice provides an overview of the actors involved in the process and outlines their responsibilities in the external bail-in execution. In Chapter III the relevant contact details of the FMI and BaFin for the implementation can be found. Chapter IV explains the temporal phases of bail-in implementation and external bail-in execution in the resolution phase. Chapter V provides an overview of the overall process of the external bail-in execution according to the Resolution Order. In doing so, a distinction is made between process tasks of the domestic bail-in implementation, which technically primarily involves CBF and WM Datenservice; and the ICSD bail-in execution, which primarily involves CBL and EB. The Chapter describes the operational steps of the external bail-in implementation to be performed by the actors as well as their concrete tasks, whereby country-specific requirements as regards to the capital markets law of third countries are excluded. In addition, it includes requirements and sample templates regarding the information, which must be provided by the institution under resolution and/or its agent to the FMIs. Finally, Chapter VI explains the concept of a write-up of instruments after application of the bail-in tool, and in particular presents the sample templates that the FMIs expect. Note: For the targeted application of the relevant chapters of the guidance notice, institutions should first conduct an analysis of the instruments, exchanges as well as central securities depositories affected by the bail-in (see MaBail-in or DE-IRT-Bail-in-Guidance).
8 Reference is made in the following to MaBail-in for Less Significant Institutions; the DE-IRT Bail-in Guidance applies for Significant Institutions.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 22 of 273 Note: Underlying assumptions: Extended case scenario – “Bail-in follow-up aspects” This version of the Guidance Notice builds on the extended case scenario of the previous version and expands it to include additional elements. The expansion mainly relates to the four aspects (1) write-up, (2) structured bearer bonds, (3) the potential use of a special manager and (4) a legally non-binding and incomplete template for a Resolution Order. In the case of instruments issued by the institution under resolution, the focus is expanded to include structured bearer bonds quoted in units and in any currency. Money market instruments are also now included. The following assumptions apply: • The institution to be resolved can have any legal form before resolution (e.g. AöR, GmbH, eG, AG). • The resolution authority may order a change of legal form into an Aktiengesellschaft (stock corporation) if this is necessary for the application of the resolution actions. • The resolution authority may order the appointment of a special manager. • Clearstream Banking Frankfurt (CBF), Clearstream Banking Luxembourg S.A. (CBL) and Euroclear Bank SA/NV (EB) are the central securities depositories for the instruments issued by the institution under resolution. Custody of securities using foreign central securities depositories (e.g. Iberclear, DTC) is not yet included. • The instruments previously issued by the institution under resolution may include the following: (i) Instruments issued in Germany via and centrally deposited with CBF: – bearer and registered shares (with restricted transferability, if applicable); – unstructured bearer bonds, issued in any currency, with or without a pool factor, percentage-quoted and quoted in units; – structured bearer bonds, issued in any currency, with and without a pool factor, percentage-quoted and quoted in units, – money market instruments issued in any currency. (ii) Instruments issued in Germany and not centrally deposited: – various instruments of ownership (e.g. of a German limited liability company or cooperative); – unstructured borrower’s note loans and registered bonds issued in any currency; – structured borrower’s note loans and registered bonds issued in any currency. (iii) Instruments issued outside Germany via and centrally deposited with CBL and EB: – unstructured international bearer bonds, issued in any currency, with or without a pool factor, percentage-quoted and quoted in units. The international bearer bonds may have been issued by the institution under resolution in the form of a Classic Global Note (CGN) or a New Global Note (NGN). • For all instruments issued by the institution under resolution, the reduction of the nominal value or the outstanding amount is carried out either by adjusting the nominal value or, in the case of pool factor instruments, by adjusting the corresponding pool factor. The type of reduction cannot be changed in the context of the resolution measure.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 23 of 273 • This Guidance Notice analyses the process of discontinuing/suspending trading on German stock exchanges within the meaning of section 2 of the German Stock Exchange Act (BörsG) as well as the multilateral trading facilities and organised trading facilities they operate. • The suspension and discontinuation of trading by systematic internalisers as well as multilateral and organised trading facilities that are not operated by a stock exchange within the meaning of section 2 of the BörsG is not covered by this Guidance Notice (note: see the Guidance Notice on trade suspension on non-exchanges in the context of bank resolution). In the extended case scenario – “Bail-in follow-up aspects”, the resolution authority may exercise the following powers, for example, in the Resolution Order: • cancellation of the shares or other Common Equity Tier 1 instruments (section 101 sentence 2 no. 1 of the SAG). • write-down of the outstanding nominal amount of bearer bonds, borrower’s note loans and registered bonds (section 101 sentence 2 nos. 3 and 4 of the SAG), • conversion of bearer bonds, borrower's note loans and registered bonds into new shares (section 101 nos. 5 and 6 of the SAG), • if applicable, change in legal form (section 77 (3) of the SAG), • if applicable, discontinuation/suspension of trading (section 79 (3) of the SAG), • if applicable, suspension of payments (section 78 (1) no. 3 of the SAG and section 82 (1) of the SAG), • if applicable, appointment of a special manager (section 87 of the SAG). Furthermore, following application of the bail-in tool, the resolution authority may exercise its power to reinstate the value of the claims of creditors and owners of relevant capital instruments that were written down as a result of application of the bail-in tool (Article 20(12) of the SRMR and section 75 (4) of the SAG). If the requirements of section 75 (4) of the SAG are met, the resolution authority is also authorised to reverse the retirement of shares or the cancellation of other Common Equity Tier 1 instruments to the extent necessary (section 99 (3) of the SAG). These authorisations are implemented by means of an administrative act that is published in the same form as the Resolution Order (section 99 (3) sentence 5 of the SAG). For further information, see Chapter VI.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 24 of 273 II. Actors and their responsibilities Table 1 provides an overview of the actors who are involved in the external bail-in implementation and their respective responsibilities. Actor Organisation Responsibility Resolution authority BaFin Drafting and publication of the Resolution Order and communication to the FMIs involved; informing the exchange(s) about the features of the new shares; where necessary, ordering the suspension/resumption of trading of the instruments issued by the bank; where necessary, appointment of a special manager; where necessary, exercising the power to write-up instruments by issuing an according administrative act. Supervisory authorities of the ICSDs CSSF NBB Acknowledgement of Resolution Order; acknowledgement of instruction letter of the resolution authority. Agent9 Agent of the institution under resolution, responsible among other things for the execution of payments to investors (e.g. dividends or interest) Depending on service agreement with bank: Preparation of the instruction letter and supporting documents and transmission to the FMIs involved; creation of the global certificate for the new shares, submission to the Central Securities Depository and notification of the stock exchange(s) concerned; provision of bank/securities account details of holders of SSD/NSV and, where applicable, the existing shareholders affected by the bailin.
9 Please note: The reference to the agent is only applicable if the institution under resolution does not perform the duties of the agent, but instead commissions an external service provider.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 25 of 273 Actor Organisation Responsibility Bank Institution under resolution (resolution entity) Preparation of the instruction letter and supporting documents for bail-in execution and transmission to the FMIs involved; where applicable, appointment of the ICSDs with settlement blocking for international bearer bonds affected by the bail-in; where applicable, drafting of the “simplified listing application” for new shares and submission to the relevant stock exchange(s); creation of the global certificate for the new shares, submission to the Central Securities Depository and notification of the stock exchange(s) concerned; provision of bank/securities account details of holders of SSD/NSV and, where applicable, the existing shareholders affected by the bailin; preparation of the information on the handling of suspended interest and principal payments and submission to the NNA, the central securities depository, where applicable, to the ICSDs and the CDs/CSPs; where necessary, preparation of the instruction letter and supporting documents for the write-up and transmission to the FMIs involved. Exchange(s) as well as multilateral trading facilities (MTFs) and organised trading facilities (OTFs) operated by exchanges Frankfurt Stock Exchange, Stuttgart Stock Exchange, Munich Stock Exchange, Berlin Stock Exchange, Dusseldorf Stock Exchange, Eurex Germany, Eurex Repo, Hamburg Stock Exchange, Hannover Stock Exchange, Tradegate Exchange Suspension and, where applicable, the discontinuation and/or suspension/resumption of trading of the instruments issued by the bank; where applicable, listing of new shares. Exchange Supervisory Authority(ies) The highest state authority responsible for the supervision of the respective stock exchange Acknowledgement of discontinuation/suspension of trading; acknowledgement of the resumption of trading. Common Depository Common Depository of ICSDs for securities issued in the form of a Classical Global Note, generally a credit institution where applicable, interruption of operations (e.g., transfer of funds to ICSDs) in connection with payments (interest and principle) for international bearer bonds; adjustment of the Classical Global Note in the course of the write-down and/or conversion of international bearer bonds; provision of the mark-down instructions (write-down and/or conversion) to the ICSDs.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 26 of 273 Actor Organisation Responsibility Common Service Provider Common Service Provider of the ICSDs for securities issued in the form of a New Global Note, generally a credit institution where applicable, interruption of operations (e.g., transfer of funds to ICSDs) in connection with payments (interest and principle) for international bearer bonds; provision of the mark-down instructions (write-down and/or conversion) to the ICSDs. Common Safekeeper Common Depository of the ICSDs for securities issued in the form of a New Global Note, generally a (international) CSD or the Common Service Provider Adjustment of the New Global Note in the course of the write-down and/or conversion of international bearer bonds. Custodian bank Any custodian bank that is a participant of the involved CSD, where shareholders or creditors have a securities account Reflection of the bail-in in the securities accounts of the holders and creditors affected and notification of the customers; where applicable, reflecting the write-up in the securities accounts of the holders and creditors affected and notification of the customers. NNA WM Datenservice Reflection of the discontinuation/suspension of trading and, where applicable, the suspension of payments (interest and principal) in the data stock; set-up of data stock for the bail-in implementation. This includes the creation/assignment of ISINs for new shares as well as the adjustment of master data (static and event data) of the affected instruments (e.g. change of nominal value or adjustment of the pool factor, adjustment of interest and redemption data, reflection of the reduction of percentagequoted structured bearer bonds in the system); provision of the data stock to the bank, CSD, the exchange(s) and other market participants. Special manager A special manager appointed by the resolution authority within the meaning of the section 87 of the SAG Safeguarding all activities to be carried out by the institution in the context of external bail-in execution; If applicable, preparation and implementation of a restructuring plan. Administrator of the interim account Institution under resolution or any other CSD participant appointed by the institution under resolution as administrator of the interim account Administration of the interim account for new shares; allocation of the new shares to the securities accounts of the holders of SSD/NSV as well as existing shareholders affected by the bail-in, at their respective custodian banks.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 27 of 273 Actor Organisation Responsibility Central Securities Depository (CSD) Clearstream Banking Frankfurt Where applicable, settlement blocking; where applicable, suspension of interest and principal payments; technical bail-in implementation in the systems; delivery of new shares resulting from the conversion of international bearer bonds to the ICSDs; reflecting bail-in in participants’ accounts; where applicable, technical implementation of the write-up and reflecting it in the participants’ securities accounts. International Central Securities Depository Clearstream Banking Luxembourg S.A., Euroclear Bank SA/NV Where applicable, settlement blocking for international bearer bonds; where applicable, suspension of interest and principal payments for international bearer bonds; technical bail-in implementation in the systems; receipt of new shares from CBF resulting from the conversion of the affected international bearer bonds; reflection of bail-in in participants’ accounts. Table 1: Overview of the actors involved in the bail-in
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 28 of 273 III. Contact details and contact persons
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 29 of 273 4. Contact details and times of the exchanges for suspension of trading If trading in certain instruments is to be suspended as part of the resolution measure, the exchange times listed in the table below must be considered: Exchange Organisational unit E-mail address 24h fax availability Times for trading suspension Frankfurt Stock Exchange Cash Trading frankfurt.trading@deutscheboerse.com +49 (0) 69- 2111-3991 by 8:00 a.m. Stuttgart Stock Exchange Listing & membership listing@boerse-stuttgart.de +49 (0) 711- 222-985-497 by 7:30 a.m. Munich Stock Exchange Management feiler@boerse-muenchen.de, marktsteuerung@boersemuenchen.de, handelsueberwachung@boerse-muenchen.de +49 (0) 89- 5490-4532 (trading hours) by 7:30 a.m. Berlin Stock Exchange Trade surveillance bail-in@boerse-berlin.de +49 (0) 30- 311-091-78 by 7:30 a.m. Dusseldorf Stock Exchange Management aussetzungen@boersenag.de, huest@boersenag.de +49 (0) 40- 361-302-23 by 7:00 a.m. Eurex Germany Derivatives Trading eurextrading@eurex.com +49 (0) 69- 211-143-45 by 9:00 a.m. Eurex Repo Repo Trading Operations ExR-Handelsaussetzungen@eurex.com +41 (0) 43- 430-72-75 by 7:00 a.m. Hamburg Stock Exchange Management aussetzungen@boersenag.de, huest@boersenag.de +49 (0) 40- 361-302-23 by 7:00 a.m. Hannover Stock Exchange Management aussetzungen@boersenag.de, huest@boersenag.de +49 (0) 40- 361-302-23 by 7:00 a.m. Tradegate Exchange Trade surveillance huest@tradegate-exchange.de +49 (0) 30- 896-065-25 by 7:30 a.m. Table 4: Contact details and times of the exchanges for suspension of trading 5. Contact details for the submission of the “simplified listing application” If a “simplified listing application” is to be submitted by the bank/agent to the exchange(s) (see Chapter V.2.9), it is to be sent to the following addresses: 10 Exchange Organisational unit E-mail address 24h fax availability Frankfurt Stock Exchange Listing Services listing@deutsche-boerse.com +49 (0) 69-2111-3991 Stuttgart Stock Exchange Listing & membership listing@boerse-stuttgart.de +49 (0) 711-222-985-497 Munich Stock Exchange Management feiler@boerse-muenchen.de, zulassung@boersemuenchen.de +49 (0) 89-5490-4555 Berlin Stock Exchange Listing bail-in@boerse-berlin.de +49 (0) 30-311-091-78 Dusseldorf Stock Exchange Management zulassung-dus@boersenag.de +49 (0) 40-361-302-23
10 The trading venue Eurex Germany is not listed here because its product portfolio exclusively comprises derivatives. The Eurex Repo trading venue is also not included in the table because, as a general rule, only securities already in circulation are traded.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 30 of 273 Exchange Organisational unit E-mail address 24h fax availability Hamburg Stock Exchange Listing zulassung-hh@boersenag.de, s.marxsen@boersenag.de +49 (0) 40 -361-302-23 Hannover Stock Exchange Listing zulassung-han@boersenag.de, s.marxsen@boersenag.de +49 (0) 40-361-302-23 Tradegate Exchange Trade surveillance huest@tradegate-exchange.de +49 (0) 30-896-065-25 Table 5: Contact details for the submission of the “simplified listing application” by the bank 6. Contact details for informing the exchanges about the global certificate The bank/agent must inform the following organisational units at the exchange(s) on which the new shares are to be listed about the submission of the global certificate for the new shares to the CSD (see Chapter V.2.11):11 Organisation Organisational unit E-mail address 24h fax availability Frankfurt Stock Exchange Listing Services listing@deutsche-boerse.com +49 (0) 69-2111-3991 Stuttgart Stock Exchange Listing & membership listing@boerse-stuttgart.de +49 (0) 711-222-985-497 Munich Stock Exchange Management feiler@boerse-muenchen.de, zulassung@boersemuenchen.de +49 (0) 89-5490-4555 (trading hours) Berlin Stock Exchange Listing bail-in@boerse-berlin.de +49 (0) 30-311-091-78 Dusseldorf Stock Exchange Management aussetzungen@boersenag.de, zulassung-dus@boersenag.de, huest@boersenag.de +49 (0) 40-361-302-23 (trading hours) Hamburg Stock Exchange Management aussetzungen@boersenag.de, zulassung-hh@boersenag.de, huest@boersenag.de +49 (0) 40-361-302-23 (trading hours) Hannover Stock Exchange Management aussetzungen@boersenag.de, zulassung-han@boersenag.de, huest@boersenag.de +49 (0) 40-361-302-23 (trading hours) Tradegate Exchange Trade surveillance huest@tradegate-exchange.de +49 (0) 30-896-065-25 Table 6: Contact details for informing the exchanges about the global certificate by the bank
11 The trading venue Eurex Germany is not listed here because its product portfolio exclusively comprises derivatives. The Eurex Repo trading venue is also not included in the table because, as a general rule, only securities already in circulation are traded.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 31 of 273 IV. Phases of bail-in execution In accordance with the “EBA Guidelines to resolution authorities on the publication of the write-down and conversion and bail-in exchange mechanic”12, the bail-in execution timeline generally comprises four phases: a. resolution planning, b. implementation of the resolution decision (resolution weekend), c. period in which the bail-in is executed (resolution), d. end of the resolution procedure. The following diagram shows the four phases and the corresponding tasks of the resolution authority, the bank/agent and, if applicable, a special manager appointed by the resolution authority. The individual phases are explained in detail in the following: Resolution planning This phase can be divided into two sub-phases – the normal course of business and the early warning phase. There are no indications during the normal course of business that an institution will fail. The resolution authority and the institution must make general preparations for the resolution event. The bank must perform an analysis of the instruments, stock exchanges and central securities depositories affected by the bail-in (see MaBail-in or DE-IRT-Bail-in Guidance). As soon as a FOLTF situation emerges, the resolution authority and the institution intensify their preparations for the resolution event. The resolution authority carries out a detailed analysis of the current situation. If a crisis mode is ultimately determined, the resolution authority prepares case-specific measures. Additionally, the resolution authority can appoint a valuer to conduct a valuation for resolution purposes during this phase. The resolution authority must also analyse the extent to which it is necessary to take control of the institution by appointing a special manager. If applicable, a special manager is selected and appointed in this phase. Resolution weekend If the conditions for resolution set out in Articles 18 and 16 of the SRMR (sections 62 and 64 of the SAG) are met, the resolution authority can make a decision on the resolution of the institution. When it examines the conditions for resolution, the resolution authority must take into account that other (alternative) measures, including measures taken by the private sector as part of institutional protection schemes that would prevent the failure or probable failure of the institution within a reasonable time frame, take precedence over resolution of the institution. In the event of resolution, the institution must, in accordance with MaBail-in, be in the position to provide specific information on the individual liabilities (list of liabilities with data points) as well as other specific information relevant to execution (e.g. key balance sheet and income statement items, own funds and total risk exposure amount) as at the effective date of the resolution (including the outcome of the valuation) within 24 hours of the request by the resolution authority. The specific requirements and time frames are described in MaBail-in. For example, if a Friday (close of business 18:00) is defined as the effective date of resolution, the institution must provide the information by Saturday, 18:00. The resolution authority must then calculate the bail-in on the basis of the information provided by the institution. In addition to the data provided by the institution, data from the valuation (e.g. net asset value, hypothetical insolvency ratios, PCEV), from the supervisory authority (e.g. target total capital ratio) and from the Bundesbank (e.g. WPInvest data) are also required. The focus of the activity is the calculation of the writedown and conversion percentages as well as the effective conversion rates, whereby the bail-in sequence
12 See EBA Guidelines EBA/GL/2023/01 at: https://www.eba.europa.eu/sites/default/documents/files/document_library/Publications/Guidelines/2023/EBA-GL-2023-01/Translations/1054413/Guidelines%20of%20the%20bail-in%20mechanics_DE_COR.pdf.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 32 of 273 must first be created on the basis of the information provided. The Resolution Order is issued and published by the resolution authority at the end of the resolution weekend. Resolution The bail-in must be implemented by the institution in this phase. On the one hand, liabilities must be written down in the institution’s internal systems, i.e. in particular for borrower’s note loans and registered bonds, as they are generally not held by central securities depositories and traded on stock exchanges. On the other, the institution must initiate external bail-in execution and support its technical implementation by financial market infrastructures. End of the resolution procedure A definitive valuation must be carried out at the end of the resolution procedure in accordance with Article 20(11) of the SRMR (section 75 (1) of the SAG). Based on this, the resolution authority may exercise its power to reinstate the value of the claims of creditors and owners of relevant capital instruments that were written down on the basis of the provisional valuation as a result of application of the bail-in tool (Article 20(12)(a) of the SRMR and section 75 (4) of the SAG). If the requirements of section 75 (4) of the SAG are met, the resolution authority is also authorised to reverse the retirement of shares or the cancellation of other Common Equity Tier 1 instruments to the extent necessary (section 99 (3) of the SAG). For reasons of simplification, the two measures are referred to as a write-up for the purposes of this document. The concept of the write-up is described in Chapter VI. The measures following the application of the bail-in tool also include the creation of a restructuring plan by the bank or the special manager. In addition, measures may have to be taken by the institution or a special manager to ensure that liabilities subject to the law of a third country are effectively written down and converted (section 81 (1) no. 1 of the SAG).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice - External Bail-in Execution Seite 33 von 273 Figure 1: Phases of bail-in execution
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice - External Bail-in Execution Seite 34 von 273
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 35 of 273 V. External bail-in implementation
13 See, in the following, the SRB document “Reflecting bail-in in the books of the International Central Securities Depositories (ICSDs)” at: https://www.srb.europa.eu/en/content/srb-issues-new-guidance-bail-international-debt-securities.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 36 of 273 The following Chapters V.2 and V.3 are dedicated to the different steps in the external bail-in implementation, i.e.: (1) cancellation of existing ownership rights; (2) write-down of instruments; and (3) conversion of instruments into new shares. Figure 3 provides an overview of the overall process, i.e. the actors involved and the temporal sequence of the external bail-in implementation. The overall process is divided into several process tasks. Each process task is summarised below in a task table. In addition, the documents that must be drafted by the institution under resolution or, if applicable, its agent, are described and explained in detail. Where necessary, information boxes highlighted in blue provide detailed background information with a description of the respective process task. The timetable for the process of the external bail-in implementation, as described in this document, presupposes that the institution under resolution or, if applicable, its agent provides all necessary information to the involved FMIs in a timely manner and in the correct format. This Guidance Notice describes the process of the external bail-in implementation as it is considered to be most effective and efficient and describes a target to be achieved. This also applies to the timeframe envisaged for the overall process. However, it is important to note that, in the event of a crisis, there may be deviations and changes in both, the temporal sequence and the sequence of steps. Please note: The process task descriptions assume that e-mails are used for the exchange of information. However, this Guidance Notice does not prescribe the communication channels to be used for the exchange of information between the actors involved. The actors involved can choose communication channels that deviate from the Guidance Notice. However, for the exchange of information with BaFin, it must be ensured that the information exchanged is transmitted in an encrypted form and via secure channels according to BaFin’s current technical requirements. Corresponding data protection regulations, in particular the requirements of the GDPR, must be observed. In addition, the aspects of information security, protection against fraud and sabotage, etc. must be taken into account when exchanging information.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 37 of 273 Figure 3: Overall process of the external bail-in implementation T = date of announcement of the Resolution Order by the resolution authority, T + x = time frame for the task implementation after T, x = number of business days () Supervisory authorities of exchanges, () Suspension of payments (interest and principal) during technical bail-in implementation, () There are two different versions of the notification to the exchanges, (****) The time of the task implementation can differ from the one specified in this overview, (*****) The adjustment of the Global Certificate(s)/Global Note(s) takes place via the Common Depositories (CGN) and the Common Safekeepers (NGN).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 38 of 273 2. Description of the process tasks: Domestic external bail-in implementation Task table: Domestic external bail-in implementation This chapter includes an overview of the domestic bail-in implementation process and the overview of the individual process tasks. Each process task describes the responsible actor, the necessary information base, the time of execution, the activities to be carried out for the execution and the information and communication channels. Figure 4 provides an overview of the German bail-in implementation process, also the involved actors and the temporal sequence of the external bail-in implementation.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 39 of 273 Figure 4: Overall process of the domestic bail-in implementation
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 40 of 273 Task 1: Publication of the Resolution Order Task owner Resolution authority Source of information n.a. Time of implementation T Task implementation The resolution authority: calculates the bail-in; elaborates the Resolution Order (where applicable, together with provisional or amended articles of association) and appendices/positive lists14; and in addition prepares the positive lists as MS Excel files:15 o of the instruments affected by the bail-in; o with discretionary exclusions in accordance with section 92 (1) of the SAG; o with instruments for which discontinuation/suspension of trading is to be applied; o with instruments affected by the bail-in for which payments are to be suspended. The Resolution Order may include a discontinuation/suspension of trading. If the suspension of trading is ordered only for the instruments affected by the bail-in, then the resolution authority makes available to the exchange(s) the positive list in Excel format with the instruments for which trading is to be discontinued/suspended. The positive list is provided to the exchange(s) before the start of trading (e.g. in the case of the Frankfurt Stock Exchange before 8:00 a.m.) on the date on which the discontinuation/suspension of trading is to become effective. If payments are incurred during the technical implementation of the bail-in, they should be suspended (see background information in Chapter V.2.4). The information necessary for this (e.g. ISIN, the regular payment date for interest and/or redemption, the period of suspension) will be provided to the NNA and the CSD in a positive list in Excel format (before 8:30 a.m.). All positive lists are to be checked by the bank/agent and corrected or supplemented if necessary (see task 5). Forwarded information Publication of the Resolution Order on the resolution authority’s website, together with indication of the date and time of the publication16 ,
14 See the background information on the Resolution Order and a legally non-binding indicative template of the Resolution Order in Appendix V. 15 See Appendix III. 16 The resolution authority also informs the entities specified in section 140 (2) of the SAG that a resolution action is being taken.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 41 of 273 sending of the Resolution Order via e-mail directly to bank, NNA, CSD, and exchange(s), their respective supervisory authority and where applicable information via phone; sending of the positive list with the instruments affected by the bail-in (as MS Excel file) to the bank by e-mail; sending of the positive list with discretionary exclusions (as MS Excel file) to the bank by e-mail; sending of the positive list with the ISINs of the instruments affected by the discontinuation/suspension of trading (MS Excel file) via e-mail to the exchange(s), the central securities depository and the bank; sending of the positive list with the instruments affected by the bail-in for which payments are to be suspended (as MS Excel file) by e-mail to the bank/agent and in copy to the NNA and the CSD. Task table 1: Publication of the Resolution Order
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 42 of 273 Background information: Resolution Order In accordance with section 136 of the SAG, the Resolution Order must contain the following minimum information, among other things: • information regarding the institution to be resolved, • information regarding the resolution tools used, • effective date of resolution, • write-down percentages (with 7 decimal places, e.g. 70,1234567%), • conversion percentages (with 7 decimal places, e.g. 30,1234567%) and • effective conversion rates with 9 decimal places (e.g. 0,720000000). The Resolution Order may also contain other information: • if applicable, information regarding the change in legal form and the provisional articles of association, • if applicable, information regarding the discontinuation/suspension of trading, • if applicable, information regarding the suspension of payments, • if applicable, information regarding the special manager. Under section 140 (4) of the SAG, the resolution authority must publish the Resolution Order on its website immediately after it has been issued and must inform other authorities and other agencies (under section 140 (2) of the SAG) as well as the institution under resolution. The write-down percentages, conversion percentages and effective conversion rates stated in the Resolution Order apply to all instruments affected by the bail-in, unless they are exempted on a discretionary basis. The stated percentages and effective conversion rates are determined for each liability rank. The capital instruments and liabilities affected by the bail-in are generally indicated by a description of their respective liability rank of the bail-in sequence in the Resolution Order. Appendices to the Resolution Order: The Resolution Order includes the following appendices: A positive list of instruments affected by the bail-in (e.g. borrower's note loans, registered bonds, bearer bonds) of each liability rank (including the applicable write-down percentage, conversion percentage and effective conversion rate). The statutory exclusions in accordance with Article 27(3) of the SRMR or section 91 (2) of the SAG and the discretionary exclusions in accordance with Article 27(5) of the SRMR and section 92 (1) of the SAG are not included in this appendix. A positive list with discretionary exclusions. If there are no discretionary exclusions, they will not be listed in the Resolution Order. In the corresponding Excel positive list (see task 1 and Appendix III), it will be explicitly confirmed to the bank if there are no discretionary exclusions.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 43 of 273 A positive list with the instruments (e.g. bearer bonds, registered bonds, borrower's note loans) affected by the suspension of payments. The list only includes instruments that have not been reduced by 100%. If instruments were reduced by 100%, they are deemed to have been fulfilled in accordance with section 99 (1) of the SAG, which results in the cancellation of any liabilities arising from them, so that no suspension of payments can be ordered. Note that, irrespective of the fulfilment effect, the institution and the central securities depository should ensure that there are no payment outflows from these instruments, as they no longer legally exist. A positive list of the instruments affected by suspension of trading, unless suspension of trading was ordered for all of instruments of the institution. Additional lists: In addition the above appendices/positive lists to the Resolution Order must be provided to the bank and the market participants involved as MS Excel files for review and technical processing (see task 1 and Appendix III). All positive lists must be checked by the bank for completeness and correctness. The positive lists with additions and other corrections must be sent by the bank to the resolution authority without delay. The resolution authority then submits the supplementary or corrected positive lists to the relevant market participants (see task 5). Template of the Resolution Order: A legally non-binding and incomplete draft template of a Resolution Order can be found in Annex V of the Guidance Notice for information and illustrative purposes.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 44 of 273 Background information: The role of a special manager in external bail-in execution In the course of applying the resolution measure, the resolution authority possesses a number of ancillary powers. The resolution authority may, among other things, take control of the institution under resolution and entities belonging to the group in accordance with Article 29(1) sentence 1 of the SRMR or section 86 of the SAG in order to carry out a resolution measure if the resolution requirements are met. This can be done directly by the resolution authority or via a special manager (SM) within the meaning of section 87 of the SAG. The resolution authority may replace a) the management and b) the supervisory or administrative body of an institution for a period of up to one year (can exceptionally be extended to a total of up to two years) by a suitable special manager, whereby the resolution principle under Article 15(1)(c) of the SRMR and section 68 (1) no. 4 SAG (replacement of the management) is also implemented (section 87(1) of the SAG). Rights and powers: If the resolution authority orders the appointment of a special manager, the duties and powers of the special manager must be described in the order, which must be made public. In exercising their rights, duties and powers, the special manager is subject to supervision by the resolution authority and must comply with its orders (section 88 (2) of the SAG). The special manager must always pursue the resolution objectives and, within the scope of their powers, carry out the resolution actions ordered by the resolution authority for the institution (section 88 (3) of the SAG). The resolution authority has the option to restrict the rights, duties and powers of the special manager at any time without giving reasons (section 88 (4) of the SAG). In addition, the special manager must provide the resolution authority with a detailed written report on the economic and financial situation of the institution as well as the execution of the tasks assigned to them and the outcomes achieved at the beginning and end of their activities and at regular intervals in between (section 88 (5) of the SAG). The resolution authority can dismiss the special manager at any time without giving reasons (section 87 (1) of the SAG). Tasks: In addition to the duties and powers set out in section 45c (2) of the German Banking Act (KWG), the resolution authority may delegate to the special manager the duties and powers of the management and the administrative and supervisory body of the institution. When applying the bail-in tool, the primary functions of a special manager may include the preparation and implementation of a restructuring plan in accordance with section 102 (3) of the SAG (sections 102 et seq. of the SAG). The priority tasks in the course of the deployment of a special manager can be categorised as follows in accordance with the phases of the bail-in execution described in Chapter IV.1: Resolution planning: organising the selection and onboarding process of a special manager by the resolution authority; identifying potential indicators for a subsequent need for the resolution authority to take control of an institution; outlining various scenarios and cases, in particular with regard to different roles and tasks of the special manager by the resolution authority.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 45 of 273 Resolution weekend: analysis of the specific case with regard to the need for the resolution authority to take control; discussion by the resolution authority of the specific tasks and powers as well as the duration of the deployment of the special manager, depending on the specific case; selection of suitable candidates by the resolution authority, depending on the specific case; concrete discussions with suitable candidates and subsequent decision by the resolution authority; preparation of the onboarding of the selected candidate by the resolution authority. Resolution: decision by the resolution authority to appoint a special manager; resolution authority determines the specific tasks and powers as well as the duration of the special manager’s assignment; special manager is formally appointed, and resolution authority hence takes indirect (partial) control of the resolved institution when the corresponding order is announced; appointed special manager pursues resolution objectives and implements the resolution actions; safeguarding of all partial steps to be carried out by the institution in the context of external bail-in execution by the appointed special manager. If applicable, taking the appropriate and necessary measures in accordance with the Resolution Order so that liabilities subject to the law of a third country are effectively written down and converted (section 81 (1) no. 1 of SAG). End of the resolution procedure: preparation of a restructuring plan within one month of application of the bail-in and submission to the resolution authority by the special manager (section 102 of the SAG); if applicable, implementation of the approval process with the resolution authority for the restructuring plan by the special manager (section 104 of the SAG); if applicable, amendment of the restructuring plan within two weeks, provided that corresponding notification is made by the resolution authority in accordance with Article 27(16) of the SRMR or section 104 (2) of the SAG; if applicable, implementation the restructuring plan by the special manager (section 105 of the SAG);
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 46 of 273 Task 2: Discontinuation/suspension of trading Task owner Exchange(s) Source of information Resolution Order received from resolution authority including the (supplementary or corrected) positive list with ISINs of instruments (drafted in tasks 1 and 5) for which a discontinuation/suspension of trading will be implemented. Time of implementation T + 1 (before start of trading) Task implementation The exchange(s) implement(s) the suspension of trading immediately after receiving the Resolution Order (and where applicable the positive list with the ISINs of the affected instruments). For those instruments for which a discontinuation of trading has been ordered, the trade will be discontinued. After this, trading of the affected instruments is no longer possible. Forwarded information Information to the market of the discontinuation/suspension of trading via trading information stream, (e.g. via information provider); information to the NNA about the discontinuation/suspension of trading via the interface (automated process); information to the resolution authority(ies) via e-mail of the discontinuation/suspension of trading; information to the competent Exchange Supervisory Authority(ies) via e-mail of the discontinuation/suspension of trading; information to the bank on the discontinuation/suspension of trading via e-mail (necessary for the generation of the instruction letter and supporting documents in preparation for task 5). Please note: If the instruments listed in the Resolution Order and in the positive list affected by suspension of trading are not traded on the respective exchange, the bank and the resolution authority must also be informed (by e-mail). Task table 2: Discontinuation/suspension of trading
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 47 of 273 Background information: Discontinuation/suspension of trading For the implementation of the bail-in, a discontinuation/suspension of trading is not mandatory for the instruments affected by the bail-in. In accordance with section 79 (3) of the SAG, the resolution authority may, however, require a discontinuation/suspension of trading to the extent necessary for the performance of its tasks in the Resolution Order. For example, a waiver of the trading of financial instruments may be considered for those instruments that no longer exist after the resolution action. This would apply, for example, to cancelled shares. For bearer bonds affected by the bail-in, a discontinuation of trading could be ordered. A resumption of trading concerns only those instruments which still exist after the bail-in has been implemented. The process described in this document is based on the assumption that the resumption of trading will take place at T+5. However, this may be conducted at a later point in time (depending on the order to resume trading). The resolution authority has the power to suspend or terminate trading in financial instruments traded on a trading venue within the meaning of section 2 (22) of the Securities Trading Act or by a systematic internaliser. Without prejudice to this power, the respective management of an exchange can also order (on its own initiative) the discontinuation/suspension of trading of instruments issued by the institution under resolution on the basis of applicable rules (such as stock exchange rules and regulations). The suspension of trading may comprise the following two dimensions: a. only instruments affected by the bail-in: In this case, the positive list of the affected instruments has to be sent to the exchange(s) by the resolution authority on the day the suspension of trading becomes effective before the start of trading (e.g. for the Frankfurt Stock Exchange, this is 8:00 a.m.). The exchange(s) suspend(s) trading for all affected instruments, by order of the resolution authority. During the compilation of the information required by the bank for the implementation (task 5), the bank must check the non-conclusive list for correctness and completeness. The bank must send the corrected positive list to the resolution authority without delay. The resolution authority then submits the corrected list to the exchange(s) (see task 5). b. all instruments issued by the bank: The exchange(s) suspend(s) trading for all instruments issued by the bank, by order of the resolution authority. In this case, the resolution authority does not submit a separate list to the exchange(s). The bank has to check the notification of the exchange(s) (see task 2) on the suspension of trading, to ensure that all instruments issued by it have been taken into account for the suspension of trading, and if necessary, without undue delay send a correcting notification to the resolution authority for submission to the exchange(s). For the transmission of the supplementary list of securities or a correcting notification on the part of the bank to the resolution authority, the opening times of the exchange(s) listed in Chapter III.4 must be considered.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 48 of 273 Task 3: Settlement blocking and suspension of payments, if necessary Task owner Central Securities Depository (CSD) Source of information Resolution Order received from resolution authority (see task 1); the (supplementary or corrected) positive list received from the resolution authority with the instruments for discontinuation/suspension of trading affected by the bail-in (tasks 1 and 5); the (supplementary or corrected) positive list with the instruments for suspension of payments received from the resolution authority (tasks 1 and 5); Time of implementation T+1 Task implementation Based on the (supplementary or corrected) positive list with instruments for the discontinuation/suspension of trading, the CSD may, if necessary, decide to initiate settlement blocking for instruments affected by the bail-in. The CSD, if directed to do so in the Resolution Order, or, if instruments no longer exist, suspends all interest and principal payments (in accordance with the MS Excel list) which accrue during the technical implementation of the bail-in. Forwarded information Information to resolution authority regarding the settlement blocking and the suspension of payments via e-mail, if applicable; information to bank regarding settlement blocking and the suspension of payments via e-mail (needed for the generation of the instruction letter and supporting documents in task 5), if applicable. Task table 3: Settlement blocking and suspension of payments
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 49 of 273 Task 4: Reflection of discontinuation/suspension of trading and generation of ISINs Task owner National Numbering Agency (NNA) Source of information Resolution Order received from resolution authority (see task 1); the (supplementary or corrected) positive list sent by the resolution authority with the instruments affected by the bail-in for suspension of payments (tasks 1 and 5);17 information regarding the discontinuation/suspension of trading received from exchange(s) (task 2). Time of implementation T+1 Task implementation The NNA reflects the discontinuation/suspension of trading in its data stock by adjusting the status of the affected ISINs accordingly. The NNA also generates the ISIN(s) for the new shares resulting from the conversion of the instruments into shares at the request of the bank/agent (see Task 5).
17 It should be noted that the suspension of payments is reflected in master data (static and event data) by WM Datenservice in task 6. Background information: Suspension of payments (interest and principal) The resolution authority may, if necessary, order the suspension of interest and principal payments in the Resolution Order, provided that the instruments were only partially reduced. This is because, for technical reasons, in general no interest or (partial) principal payments should be made for the instruments affected by the bail-in during the period of the technical implementation of the bail-in. If payments are due during this period, they should in principle be made – adjusted – within two weeks after conclusion of the technical implementation of the bail-in. It should also be noted that: If instruments, upon the Resolution Order becoming effective, have been reduced in full or in part through conversion and/or write down, no suspension of payment can be ordered by the resolution authority for the reduced portion of the instruments, as this is deemed to be fulfilled in full pursuant to section 99 of the SAG. Consequently, payment obligations of these instruments cease to exist without a decree in the Resolution Order. If instruments have been reduced in full or in part, the institution and the central securities depository should ensure that no cash outflows occur from these instruments during the period of the technical bail-in implementation. Information on how to deal with suspended payments is communicated by the bank or its agent to the relevant market participants after the technical implementation of the bail-in (see task 20).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 50 of 273 Forwarded information Notification to resolution authority regarding the update in data stock by e-mail; provision of the ISIN(s) of the new shares to bank/the agent via e-mail; provision of the ISIN(s) of the new shares to resolution authority via e-mail; information to the market regarding the discontinuation/suspension of trading (via IT interfaces). Task table 4: Reflection of discontinuation/suspension of trading and ISIN generation
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 51 of 273 Task 5: Instruction letter, supporting documents, list with ISINs Task owner Bank/agent Source of information Resolution Order received from resolution authority and its appendices/positive lists (see task 1); the positive lists sent by the resolution authority in Excel format (see task 1 and Appendix III); information on discontinuation/suspension of trading sent by the exchange(s) (task 2); where applicable, information regarding the settlement blocking as well as suspended payments received from the CSD (see task 3); ISIN for new shares provided by NNA (task 4). Time of implementation T+1 Task implementation 1.) The bank checks the positive lists from the resolution authority (see task 1 and Appendix III) for correctness and completeness. If necessary, the bank sends a correcting notification to the resolution authority for submission to the exchange(s), the central securities depository and the NNA: the positive list of the instruments affected by the bail-in; the positive list with discretionary exclusions in accordance with section 92 (1) of the SAG; the positive list with instruments for which discontinuation/suspension of trading is to be applied. In addition, the bank compares this list with the notification from the exchange(s) (see task 2); the positive list with instruments affected by the bail-in for which payments are to be suspended. 2.) Based on the positive list of the resolution authority for the suspension of payment, the bank/agent suspends the payments for (structured) SSD/NSV. 3.) Based on the Resolution Order and the positive lists, the bank/agent prepares the following documents: instruction letter (see also Chapter V.4.1.1): it includes a short instruction to implement the bail-in as described in the Resolution Order and a reference to the supporting documents (operational guidelines and detailed list of instruments); operational guidelines (see Chapter V.4.1.1.2) that are prepared in consultation with the CSD and, where applicable, the exchange(s), and that contain detailed technical information on the implementation of the bail-in; as well as a detailed list of instruments (see Chapter V.4.1.1.3 and V.4.1.1.4) delivering, for each instrument affected by the bail-
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 52 of 273 in, specific information needed by the NNA and the CSD in their systems for the technical implementation of the bail-in. In order to be able to enter the ISIN for the new shares in the operational guidelines and the detailed list of the instruments the bank/its agent has to approach the NNA immediately after the publication of the Resolution Order and before 12.00 noon on the day of publication (if possible) in order to obtain the new ISIN from the NNA and incorporate it in the above documents. 4.) For the conversion of (structured) SSD/NSV and instruments of ownership not held by central securities depositories into new shares, the bank/the agent has to: determine the total number of new shares resulting from conversion of (structured) SSD/NSV and instruments of ownership not held by central securities depositories and inform ZVW of this. These shares are booked into a dedicated interim account by ZVW. determine an administrator of the interim account for the new shares resulting from conversion of (structured) SSD/NSV and instruments of ownership not held by central securities depositories if the bank does not itself act as administrator of the interim account. The CSD must be informed. 5.) If, at the time of the bail-in, a supplementary obligation exists with regard to a securities prospectus that is still valid, the requirements of the Prospectus Regulation (Prospekt-VO) must be complied with (see also the background information below). 6.) In addition, the bank must ensure that the listing documentation deposited with the central securities depository for the securities affected by the bail-in (e.g. terms of issue, global certificate, articles of association of the issuer) is updated. This can also take place subsequent to the technical bail-in implementation. Forwarded information Sending of the supplementary positive lists or correcting notifications to the resolution authority for submission to the exchange(s), the central securities depository and the NNA by email; submission of instruction letter and the supporting documents directly to the CSD and NNA via e-mail and by mail for the purpose of implementation of a bail-in; submission of instruction letter and the supporting documents for information to the exchange(s) via e-mail; submission of the number of new shares resulting from the conversion of (structured) SSD/NSV to CSD by e-mail; 18 submission of information regarding the administrator of the interim account for the new shares resulting from the conversion of (structured) SSD/NSV to the CSD by e-mail;
18 If existing shareholders who previously owned instruments of ownership not held by central securities depositories (e.g. existing limited liability company shareholders) are entitled to receive new shares, their number of new shares must also be submitted to the CSD.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 53 of 273 submission of the instruction letter/supporting documents and the number of new shares resulting from the conversion of (structured) SSD/NSV to the resolution authority by e-mail; publication of the operational guidelines on the website of the bank for the information of market participants on the bail-in implementation and the implications on the affected instruments; submission of the updated listing documentation (terms of issue, global certificate, articles of association of the issuer, etc.) of securities affected by the bail-in to the central securities depository via established communication channels (e.g. electronically via the eMission Service, as a PDF per e-mail, by mail/bicycle courier, etc.) and to the resolution authority via e-mail. This can also take place subsequent to the technical bail-in implementation. Task table 5: Instruction letter, supporting documents, supplementary positive lists Background information: Supplementary obligation of the issuer during the public offering of the securities In accordance with Article 23(1) of the Prospectus Regulation, any significant new factor, material incorrectness or any material inaccuracy with regard to the information included in a prospectus which arises or is discovered between the approval of the prospectus and the expiry of the offer period or, if later, the opening of trading on a regulated market, must be specified in a supplement to the prospectus. The bail-in constitutes an important new circumstance. Therefore, a supplement to the prospectus must be made by the issuer without delay after receiving the Resolution Order.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 54 of 273 Background information: Special aspects of the write-down and conversion of (structured) SSD and NSV as well as instruments of ownership not centrally deposited SSD and NSV do not constitute fungible securities according to German law. Hence, they are neither traded on exchanges nor centrally cleared and settled. Those instruments do not have a global certificate that is held in custody and administrated by the CSD. The physical documents serving as evidence of the SSD and NSV are usually held in custody by the issuer, the investors or, where relevant, an administrator. Information on the instruments and the investors is kept in a register maintained by the issuer itself or by an appointed registrar. Write-down The implementation of the reduction (write-down) of SSD and NSV is executed internally by the issuer and/or its agents. No involvement of the CSD is necessary in this internal process. The implementation comprises the amendment of the documents related to the SSD and NSV (i.e. changing the outstanding amount) and of the register where those instruments are maintained. The issuer takes the write-down into account in its internal systems as well. The issuer or, if necessary, its agent also notifies the creditor affected about the reduction (write-down). Conversion into new shares A conversion into new shares cannot be implemented by the issuer (bank), the involved agents and/or the registrar alone. The technical creation of the new shares, the booking in the interim account as well as the allocation to the SSD and NSV holders that are affected by the bail-in requires the involvement of the NNA and the CSD. The conversion of SSD/NSV into new shares is thus divided into two parts. On the one hand, the bank or its agents must perform the reduction of the outstanding amount of the SSD and NSV in accordance with the conversion percentage mentioned in the Resolution Order in its internal systems (internal execution). This also includes the amendment of the related documents (documentary evidence, etc.). On the other hand, the NNA and the CSD are also involved. Here, the NNA is responsible for the creation and assignment of the ISIN for the new shares. The CSD technically creates the new shares after receiving the Resolution Order from the resolution authority and the global certificate from the bank/agent. For the technical creation of new shares, the bank/agent has to inform the CSD about the number of new shares resulting from the conversion of SSD and NSV. After the technical creation of the new shares, the CSD books this number of new shares into an interim account managed by an administrator nominated specifically for that purpose by the bank. The bank can also act as administrator for this account. Either the main account set up with the CSD or an existing sub-account can be used as interim account. The creation of a specific interim account with the CSD during technical implementation of the bail-in must be avoided.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 55 of 273 The following table illustrates the derivation of the number of new shares for unstructured SSD and NSV: 19 Derivation of the number of new shares for unstructured SSD20 and NSV based on the Resolution Order Outstanding aggregate principal amount of the SSD/NSV in original currency: EUR 1.000.000,(…) Accrued interest of the SSD/NSV in original currency: EUR 50.000,(…) Current fees and charges of the SSD/NSV in original currency: n.a. Relevant amount of the SSD/NSV in EUR: EUR 1.050.000,(…) Conversion percentage (as provided in the Resolution Order): 70,0000000% Effective conversion rate (as provided in the Resolution Order): 0,720000000
19 The brackets "(...)" after the decimal separator in the amounts mean that the respective amounts are to be applied in the calculations with the maximum possible number of decimal places. 20 Please note: Borrower’s note loans may be divided into tranches. The number of new shares resulting from the conversion must be calculated individually for each tranche. The outstanding aggregate principal amount is thus understood to be the outstanding principal amount per tranche of the SSD. See also Appendix III no. 7 of MaBail-in. The administrator of the interim account allocates the new shares to the SSD/NSV holders affected by the bail-in. The administrator will require the following information: • the number of shares resulting from the conversion that each SSD/NSV holder affected by the bail-in is entitled to receive (in accordance with conversion percentage and effective conversion rate defined in the Resolution Order); and • the securities account/bank details of the SSD/NSV holders affected by the bail-in to which the new shares must be transferred. Please note: It is possible that one rank in the liability cascade is affected by both the write-down and the conversion. This means that part of the outstanding amount of the affected instruments is reduced by write-down and part of the outstanding amount by conversion into new shares. If existing shareholders who previously owned instruments of ownership not held by central securities depositories (e.g. existing limited liability company shareholders) are entitled to receive new shares, the safe-keeping of the new shares for the affected existing shareholders will be handled in the same way as the safe-keeping of the new shares for the SSD/NSV holders.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 56 of 273 Derivation of the number of new shares for unstructured SSD20 and NSV based on the Resolution Order Issue amount per share in EUR (as provided in the Resolution Order): 1 𝑵𝒖𝒎𝒃𝒆𝒓 𝒐𝒇 𝒏𝒆𝒘 𝒔𝒉𝒂𝒓𝒆𝒔 𝒑𝒆𝒓 𝑺𝑺𝑫/𝑵𝑺𝑽 = (𝐫𝐞𝐥𝐞𝐯𝐚𝐧𝐭 𝐚𝐦𝐨𝐮𝐧𝐭 𝐢𝐧 𝐄𝐔𝐑 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐩𝐞𝐫𝐜𝐞𝐧𝐭𝐚𝐠𝐞 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐫𝐚𝐭𝐞) 𝐈𝐬𝐬𝐮𝐞 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐬𝐡𝐚𝐫𝐞 𝐢𝐧 𝐄𝐔𝐑 𝟓𝟐𝟗. 𝟐𝟎𝟎, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎 = 𝐄𝐔𝐑 𝟏. 𝟎𝟓𝟎. 𝟎𝟎𝟎(… ) ∗ 𝟕𝟎, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎% ∗ 𝟎, 𝟕𝟐𝟎𝟎𝟎𝟎𝟎𝟎𝟎 𝐄𝐔𝐑 𝟏 To be taken into account for foreign currency registered bonds and promissory note loans: 𝑹𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒑𝒆𝒓 𝒖𝒏𝒊𝒕 𝒊𝒏 𝑬𝑼𝑹 = 𝒓𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒊𝒏 𝒐𝒓𝒊𝒈𝒊𝒏𝒂𝒍 𝒄𝒖𝒓𝒓𝒆𝒏𝒄𝒚 ∗ 𝒆𝒙𝒄𝒉𝒂𝒏𝒈𝒆 𝒓𝒂𝒕𝒆21 Number of new shares for SSD/NSV: 1 SSD/NSV : 529.200,0000000 new shares Table 7: Derivation of the number of new shares for unstructured SSD and NSV The following table illustrates the derivation of the number of new shares for structured SSD and NSV: 22 Derivation of the number of new shares for structured SSD and NSV based on the Resolution Order Current market value/fair value23 of the structured SSD/NSV in original currency EUR: EUR 1.000.000,(…) Relevant amount of the SSD/NSV in EUR: EUR 1.000.000,(…) Conversion percentage (as provided in the Resolution Order): 70,0000000% Effective conversion rate (as provided in the Resolution Order): 0,720000000
21 The exchange rate to be used is the one stated in the Resolution Order. As a rule, this is the exchange rate that was also used when the liability list was filled (e.g. according to MaBail-in). 22 The brackets "(...)" after the decimal separator in the amounts mean that the respective amounts are to be applied in the calculations with the maximum possible number of decimal places. 23 In accordance with data point 2.51 of the MaBail-in.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 57 of 273 Derivation of the number of new shares for structured SSD and NSV based on the Resolution Order Issue amount per share in EUR (as provided in the Resolution Order): 1 𝑵𝒖𝒎𝒃𝒆𝒓 𝒐𝒇 𝒏𝒆𝒘 𝒔𝒉𝒂𝒓𝒆𝒔 𝒑𝒆𝒓 𝑺𝑺𝑫/𝑵𝑺𝑽 = (𝐫𝐞𝐥𝐞𝐯𝐚𝐧𝐭 𝐚𝐦𝐨𝐮𝐧𝐭 𝐢𝐧 𝐄𝐔𝐑 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐩𝐞𝐫𝐜𝐞𝐧𝐭𝐚𝐠𝐞 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐫𝐚𝐭𝐞) 𝐈𝐬𝐬𝐮𝐞 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐬𝐡𝐚𝐫𝐞 𝐢𝐧 𝐄𝐔𝐑 𝟓𝟎𝟒. 𝟎𝟎𝟎, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎 = 𝐄𝐔𝐑 𝟏. 𝟎𝟎𝟎. 𝟎𝟎𝟎, (… ) ∗ 𝟕𝟎, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎% ∗ 𝟎, 𝟕𝟐𝟎𝟎𝟎𝟎𝟎𝟎𝟎 𝐄𝐔𝐑 𝟏 To be taken into account for foreign currency registered bonds and promissory note loans: 𝑹𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒑𝒆𝒓 𝒖𝒏𝒊𝒕 𝒊𝒏 𝑬𝑼𝑹 = 𝒓𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒊𝒏 𝒐𝒓𝒊𝒈𝒊𝒏𝒂𝒍 𝒄𝒖𝒓𝒓𝒆𝒏𝒄𝒚 ∗ 𝒆𝒙𝒄𝒉𝒂𝒏𝒈𝒆 𝒓𝒂𝒕𝒆24 Number of new shares for SSD/NSV: 1 SSD/NSV : 504.000,0000000 new shares Table 8: Derivation of the number of new shares for structured SSD and NSV
24 The exchange rate to be used is the one stated in the Resolution Order. As a rule, this is the exchange rate that was also used when the liability list was filled (e.g. according to MaBail-in).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 58 of 273 Task 6: Set-up of data stock Task owner National Numbering Agency (NNA) Source of information Resolution Order received from resolution authority (see task 1); the (supplementary or corrected) positive list sent by the resolution authority with the instruments for suspension of payments (see tasks 1 and 5 and Appendix III); instruction letter and supporting documents received from bank/agent (task 5). Time of implementation T+2 Task implementation Where applicable, the NNA reflects the suspension of payments (interest and principal) in its data stock. The NNA updates its data stock for the instruments affected by the bail-in taking into account the information provided by the bank/agent and the resolution authority. This comprises the adjustment of master data (static and event data) of the affected instruments (e.g. amendment of nominal values according to write-down percentage or adjustment of the pool factors of the bearer bonds, reflection of the reduction of structured bearer bonds in the data stock). Forwarded information Upload of updated data stock and ISIN (created in task 4) via ITinterface to the data stock of the CSD (in case of the DBG, the Securities Service System WSS); communication of the updated data set on the instruments affected by the bail-in to the bank via the corresponding IT-interface; communication of the updated information on the instruments affected by the bail-in to the exchange(s) via IT-interface into WSS and to other market participants; information to the resolution authority that data stock has been updated by e-mail. Task table 6: Set-up of data stock
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 59 of 273 Background information: Pool factor The pool factor mathematically reflects the reduction of the nominal value of a bond. If the issuer specifies that the reduction is to be made by means of a pool factor, this is always equal to 1 at the time of issue. According to the redemption terms, the factor is reduced during the term and is equal to 0 at maturity. The issued nominal value of the bond remains unchanged and is, for example, EUR 1.000 throughout. To calculate the outstanding principal amount, the pool factor is multiplied by the issued nominal value. Example: A bank issues a bearer bond as a pool factor bond with a nominal value of EUR 1.000 and a coupon (interest rate) of 5% p.a. on 1 January 2020. The term of the pool factor bond is 2 years. Interest and principal payments are made semi-annually. During the term of the bond, the pool factor changes as follows: 1 (at the time of issue), 0,75 (after the first partial redemption), 0,5 (after the second partial redemption), 0,25 (after the third partial redemption), 0 (at final maturity). This means that the pool factor is reduced by 0,25 in each case. It should be noted that the interest for the respective next interest period after a partial redemption has taken place is to be determined on the basis of the nominal value adjusted by the pool factor: Time of issue: Nominal value = EUR 1.000, pool factor = 1; Background information: Special information “Presentation of the external bail-in implementation in the WM Data” by WM Datenservice The description of the adjustment of master data (static and event data) as well as the specification of the corresponding WM data fields is provided in the special information “Presentation of the external bail-in implementation in the WM data – Update” by WM Datenservice. For each technical scenario 1-6 (cf. Chapter V.2.12 and V.4), the special information contains the WM data fields and explanations on the respective data deliveries in the master data (static and event data) for instruments of ownership, unstructured bearer bonds (unit- and percentagequoted, with and without pool factor) and percentage-quoted structured bearer bonds (with and without pool factor). The special information “Presentation of the external bail-in implementation in the WM data– Update“ is available on the WM Datenservice website.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 60 of 273 Payment date: Outstanding nominal value (old) = EUR 1.000; pool factor (old) = 1; Redemption = EUR 250; interest = 5% p.a. * 1/2 * EUR 1.000 * 1; Outstanding nominal value (new) = EUR 1.000; pool factor (new) = 0,75; 2. Payment date: Outstanding nominal value (old) = EUR 1.000; pool factor (old) = 0,75; Redemption = EUR 250; interest = 5% p.a. * 1/2 * EUR 1.000 * 0,75; Outstanding nominal value (new) = EUR 1.000; pool factor (new) = 0,5; 3. Payment date: Outstanding nominal value (old) = EUR 1.000; pool factor (old) = 0,5; Redemption = EUR 250; interest = 5% p.a. * 1/2 * EUR 1.000 * 0,5 Outstanding nominal value (new) = EUR 1.000; pool factor (new) = 0,25; Final maturity date: Outstanding nominal value (old) = EUR 1.000; pool factor (old) = 0,25; Redemption = EUR 250; interest = 5% p.a. * 1/2 * EUR 1.000 * 0,25; Outstanding nominal value (new) = EUR 1.000; pool factor (new) = 0;
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 61 of 273 The following overview shows the (financial) instruments issued by the institution in resolution and included in the Guidance Notice: Figure 5: (Financial) instruments in the Guidance Notice The bearer bonds considered in the Guidance Notice can be divided into four categories or cases: (1) percentage-quoted unstructured bearer bonds, (2) unit-quoted unstructured bearer bonds, (3) percentagequoted structured bearer bonds and (4) unit-quoted structured bearer bonds. Figure 6: Four categories of bearer bonds in the Guidance Notice The reduction of structured bearer bonds as part of the bail-in is described below.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 62 of 273 Background information: Case 1: Reduction of percentage-quoted unstructured bearer bonds (1/2) The reduction of percentage-quoted unstructured bearer bonds in the CBF system and the modification in the WM Datenservice master data is based on the smallest transferable unit (WM data field GD455A). In the case of percentage-quoted bearer bonds, the smallest transferable unit is the outstanding nominal value per unit, e.g. EUR 1.000,00. WM Datenservice modifies the smallest transferable unit or the nominal value/pool factor in the master data (see Chapter V.2.12 and Chapter V.4.1.1.3). CBF reduces the smallest transferable unit or the nominal value/pool factor in its system. Technical booking ratio: CBF needs the technical booking ratio (see Chapter V.4.1.1.3) for the reduction as a result of write-down and conversion. For percentage-quoted bonds, this is the ratio of the smallest transferable unit (old) before the write-down and conversion (GD455A (old)) to the smallest transferable unit (new) after the write-down and conversion (GD455A (new)): Smallest transferable unit (old) in original currency : Smallest transferable unit (new) in original currency Because the “Smallest transferable unit” field for percentage-quoted bearer bonds contains the nominal value per unit of the instrument, the following technical booking ratio results for these bearer bonds: Nominal value (old) in original currency : Nominal value (new) in original currency For pool factor instruments, enter “n.a.” for the technical booking ratio. Technical conversion ratio: CBF needs the technical conversion ratio (see Chapter V.4.1.1.3) so that it can book new shares to the accounts of the participants following conversion. The technical conversion ratio is based on the smallest transferable unit. It is the ratio of the smallest transferable unit (old) in the original currency before the write-down and conversion (GD455A (old)) and the number of new shares resulting from the conversion: Smallest transferable unit (old) in original currency : Number of new shares The following technical conversion ratio results because the smallest transferable unit is equal to the outstanding nominal value per share: Nominal value (old) in original currency : Number of new shares Example: A percentage-quoted bond without a pool factor is partially reduced by write-down and conversion. CBF reduces the outstanding nominal value (smallest transferable unit) in its system in line with the technical booking ratio, e.g. EUR 1.000 : EUR 300. In addition, new shares are booked to the participants’ securities accounts for each unit of the bond in line with the technical conversion ratio, e.g. EUR 1.000 : 220 new shares. WM Datenservice reduces the nominal value (smallest transferable unit – GD455A (old)) in the master data. Note: Percentage-quoted money market instruments are reduced in the same way.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 63 of 273 Case 2: Reduction of unstructured bearer bonds quoted in units The reduction of unstructured bearer bonds quoted in units in the CBF and WM Datenservice system is based, among other things, on the smallest transferable unit (WM data field GD455A) and the nominal value per unit (WM data field GD460A). In WM Datenservice data, the "smallest transferable unit" field contains the number of units for structured bearer bonds quoted per unit. In the case of quotation in units, the “nominal value per unit” field is also populated with the outstanding nominal value per unit of the bearer bond. For structured bearer bonds quoted in units, two WM fields must therefore be taken into account for technical bail-in execution: (1) smallest transferable unit (GD455A) and (2) nominal value per unit (GD460A). However, only the latter of these two fields is modified by WM Datenservice (GD460A). Technical booking ratio: In the CBF system, bearer bonds quoted in units are managed in the same way as percentage-quoted bearer bonds, i.e. using the smallest transferable unit. In contrast to percentage-quoted bearer bonds, the smallest transferable unit for bonds quoted in units is not the outstanding nominal value per unit of the instrument. Instead, the smallest transferable unit corresponds to the denomination of the instrument, which is usually 1 unit. That is why there are no changes in inventories at CBF, except in the event of a complete reduction, if applicable. The modification of the nominal values (nominal value per unit, GD460A) or the pool factors of these bonds is carried out exclusively by WM Datenservice in the master data. As a result, there is no technical booking ratio for bearer bonds quoted in units and “n.a.” must be entered: n.a. : n.a. Technical conversion ratio: In the case of bearer bonds quoted in units, the smallest transferable unit is the denomination (usually 1 unit), resulting in the following technical conversion ratio: Smallest transferable unit (old) in original currency : Number of new shares 1 unit : x,xxx new shares. Example: A bond quoted in units without a pool factor is partially reduced by write-down and conversion. CBF does not make any entries for the bond in its system, but only books new shares for each unit of the bond (smallest transferable unit) in line with the technical conversion ratio, e.g. 1 unit : 220 new shares. The reduction of the nominal value is carried out by WM Datenservice in the master data. Note: Money market instruments quoted in units are reduced in the same way.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 64 of 273 Background information: Case 3: Reduction of percentage-quoted structured bearer bonds (1/2) The reduction of percentage-quoted structured bearer bonds is mainly carried out by WM Datenservice in the master data. CBF does not make any inventory changes in its system, except in the event of a complete reduction, if applicable. CBF modifies its master data on the basis of information from the resolution authority, the bank and the updated data set from WM Datenservice (see tasks 1, 5 and 6). The reduction of percentagequoted structured bearer bonds is therefore undertaken in the system of the central securities depository. Reduction of percentage-quoted structured bearer bonds: WM Datenservice reflects the reduction using the smallest transferable unit (GD455A), the pool factor and the additional features of the structured bearer bond, such as the multiplier and the minimum, maximum and bonus amounts, in its system. CBF reflects the conversion of the instrument into new shares using the smallest transferable unit. For percentage-quoted structured bearer bonds, the “Smallest transferable unit” field contains the outstanding nominal value per unit of the instrument in the same way as for percentage-quoted unstructured bearer bonds. WM Datenservice needs the information in the “Smallest transferable unit” field before and after the bail-in to reduce the nominal value as a result of the write-down and conversion: Smallest transferable unit (old) in original currency : Smallest transferable unit (new) in original currency, i.e. Nominal value per unit (old) in original currency : Nominal value per unit (new) in original currency Technical conversion ratio (percentage-quoted structured bearer bonds): CBF needs the technical conversion ratio (see Chapter V.4.1.1.3) so that it can book new shares to the accounts of the participants following conversion. The technical conversion ratio is the ratio of the smallest transferable unit of the structured bearer bond to the number of new shares resulting from conversion: Smallest transferable unit (old) in original currency : Number of new shares, i.e. Nominal value (old) in original currency : x,xxx new shares. Example: A percentage-quoted structured bearer bond, e.g. a reverse convertible bond, is written down by 40% and converted into new shares at a rate of 30% (technical scenario 5b, see also Chapter V.2.12). This results in an overall reduction of 70%. The nominal value of the percentage-quoted structured bearer bond is EUR 1.000. The multiplier is equal to 9,57 units of the underlying per unit. The minimum, maximum and bonus amounts are not features of this instrument. The fair value was estimated at EUR 900,00.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 65 of 273 Background information: Case 3: Reduction of percentage-quoted structured bearer bonds (2/2) The new nominal value of the percentage-quoted structured bearer bond resulting from the write-down and conversion is EUR 300. The bank enters the following values in the Denomination (old) and Denomination (new) fields of the detailed list of instruments: EUR 1.000 : EUR 300. The multiplier is also reduced by 70% and amounts to 2,87 units of the underlying. CBF does not make any inventory entries for the structured bearer bond in its system, but only books new shares for each unit of the structured bond (smallest transferable unit) in line with the technical conversion ratio, e.g. 1 unit : 194,400 new shares. Background information: Case 4: Reduction of unit-quoted structured bearer bonds (1/3) Reduction of structured bearer bonds quoted in units: In WM Datenservice, the “Smallest transferable unit” field contains the number of units for structured bearer bonds quoted per unit. Unlike percentage-listed structured bearer bonds, structured bearer bonds quoted in units do not in most cases have a nominal value. If a nominal value exists as a feature, this is listed in the “Nominal value per unit” field (GD460A) at WM Datenservice. For structured bearer bonds quoted in units, two WM fields must therefore be taken into account for technical bail-in execution, in the same way as for unstructured bearer bonds quoted in units: (1) smallest transferable unit (GD455A) and (2) nominal value per unit (GD460A). WM Datenservice reflects the reduction using the nominal value per unit (if available) and the additional features of the structured bearer bond, such as the multiplier and the minimum, maximum and bonus amounts, in its system. WM Datenservice needs the information on the nominal value per unit (GD460A) before and after the bailin to reduce the nominal value, if one exists, as a result of the write-down and conversion: Nominal value per unit (old) in original currency : Nominal value per unit (new) in original currency
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 66 of 273 Background information: Case 4: Reduction of unit-quoted structured bearer bonds (2/3) Technical conversion ratio (structured bearer bonds quoted in units): CBF needs the technical conversion ratio (see Chapter V.4.1.1.3) so that it can book new shares to the accounts of the participants following conversion. The technical conversion ratio is the ratio of the smallest transferable unit of the structured bearer bond to the number of new shares resulting from conversion: Smallest transferable unit (old) in original currency : Number of new shares In the case of structured bearer bonds quoted in units, the technical conversion ratio is therefore: 1 unit : x,xxx new shares. Example 1 – (nominal value exists): A structured bearer bond quoted in units, e.g. an express certificate, is written down by 40% and converted into new shares at a rate of 30% (technical scenario 5b, see also Chapter V.2.12). This results in an overall reduction of 70%. The nominal value of the structured bearer bond quoted in units is EUR 1.000. The multiplier is equal to 6,97 units of the underlying. The minimum, maximum and bonus amounts are not features of this instrument. The fair value was estimated at EUR 998,00. As a result of the write-down and conversion, the new nominal value of the structured bearer bond quoted in units is EUR 300. The bank enters the following values in the Denomination (old) and Denomination (new) fields of the detailed list of instruments: EUR 1.000 : EUR 300. The multiplier is also reduced by 70% and amounts to 2,09 units of the underlying. CBF does not make any inventory entries for the bond in its system, but only books new shares for each unit of the instrument (smallest transferable unit) in line with the technical conversion ratio, e.g. 1 unit : 215,568 new shares. Example 2a – (no nominal value exists): A structured bearer bond quoted in units, e.g. a discount certificate, is written down by 40% and converted into new shares at a rate of 30% (technical scenario 5b, see also Chapter V.2.12). This results in an overall reduction of 70%. The multiplier is equal to 1 unit of the underlying. The maximum amount (cap) is EUR 120. The minimum and bonus amount are not features of this instrument. The fair value was estimated at EUR 115,00. If no nominal value exists, the bank enters “n.a.” in the Denomination (old) and Denomination (new) fields of the detailed list of instruments. The multiplier is reduced by 70% and amounts to 0,3 units of the underlying. The maximum amount (cap) is also reduced by 70% and amounts to EUR 36,00 after write-down and conversion.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 67 of 273 CBF does not make any inventory entries for this instrument in its system, but only books new shares for each unit of the structured bearer bond quoted in units (smallest transferable unit) in line with the technical conversion ratio, e.g. 1 unit : 24,84 new shares. Example 2b – (no nominal value exists): A structured bearer bond quoted in units, e.g. a bonus certificate, is written down by 60% and converted into new shares at a rate of 20% (technical scenario 5b, see also Chapter V.2.12). This results in an overall reduction of 80%. The multiplier is equal to 1 unit of the underlying. The bonus amount of EUR 160 is equal to the maximum amount (cap). The fair value was estimated at EUR 168,00. There is no nominal value, so the bank enters “n.a.” in the Denomination (old) and Denomination (new) fields of the detailed list of instruments. The multiplier is reduced by 80% and amounts to 0,2 units of the underlying after the bail-in. The bonus amount is also reduced by 80% and amounts to EUR 32,00 after write-down and conversion. The maximum amount (cap) is reduced in the same way to EUR 32,00. CBF does not make any inventory entries for this structured bearer bond in its system, but only books new shares for each unit of the structured bearer bond quoted in units (smallest transferable unit) in line with the technical conversion ratio, e.g. 1 unit : 24,19 new shares.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 68 of 273 The background information in this chapter regarding the categorisation and reduction of bearer bonds is summarised in the figure below: Figure 7: Reduction of percentage- and unit-quoted bearer bonds
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 69 of 273 Task 7: Preparation of technical bail-in implementation Task owner Central Securities Depository (CSD) Source of information Resolution Order received from resolution authority (see task 1); instruction letter and supporting documents received from bank/agent (task 5); information regarding the administrator of the interim account received from bank/agent (task 5); information regarding the number of new shares resulting from the conversion of SSD/NSV and, where applicable, instruments of ownership not held by central securities depositories received from the bank/agent (task 5); data stock provided by NNA (task 6). Time of implementation T+2 Task implementation The CSD sets up the technical processing parameters of the bail-in implementation in its systems. The CSD loads the master data (static and event data) on the issuer and the affected instruments, as provided by the NNA, into its systems and reconciles it with its own data. Forwarded information n.a. Task table 7: Preparation of technical bail-in implementation
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 70 of 273 Task 8: Notification on features of new shares Task owner Resolution authority (mainly variant 1); bank/agent (mainly variant 2). Source of information ISIN for new shares provided by NNA (task 4). Time of implementation T+2 Task implementation When notifying the stock exchange(s) to start listing new shares, a distinction is made between two variants. In the case of a change of legal form, securities of different classes (before and after resolution) as well as securities of the same class that were not previously listed, variant 2 must always be chosen, otherwise variant 1: Variant 1) Notification on features of new shares: The resolution authority prepares a notification with the features of the new shares to be listed. The notification is sent by the resolution authority to the exchange(s) on which the new shares are to be listed. Variant 2) "Simplified listing application": The bank/agent prepares a "simplified listing application" for the new shares to be listed. The bank/agent sends the application (including its appendices) to the exchange(s) on which the new shares are to be listed. The resolution authority prepares information on the minimum free float of the securities. Forwarded information Variant 1: The resolution authority sends the notification on the features of the new shares to the exchange(s) and the bank/agent by e-mail. Variant 2: The bank/agent sends the "simplified listing application" for the new shares to be listed to the exchange(s) concerned and the resolution authority by e-mail. The resolution authority sends the information on the minimum free float of shares to the relevant exchange(s) by e-mail. Task table 8: Notification on features of new shares
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 71 of 273 Background information: Variant 1: Notification on features of new shares In accordance with section 106 (2) of the SAG, the resolution authority informs the exchange(s), where the securities resulting from the application of the bail-in will be listed, about the features of those securities. For this purpose, the resolution authority sends a notification to the exchange(s) which describes the features of the new securities (here new shares). For new shares, this notification contains, inter alia: • the ISIN and, if applicable, WKN; • the type and class of the security (e.g. shares issued as bearer shares); • the currency. The securities will be listed three trading days after the notification (section 106 (3) of the SAG). If they are the same class of securities as those which have already been authorised for trading on the regulated market of one domestic exchange, then they are authorised for trading on the regulated market of all domestic exchanges (section 106 (1) of the SAG). The publication of a prospectus is not required according to EU Regulation 2017/1129 Article 1(5) point (c). In addition to the admission to trading on a domestic stock exchange on the regulated market (section 106 (1) of the SAG), it must also be ensured that the institution holds securities of the same class after the conversion as before the conversion. This means that, assuming that the conversion results in bearer instruments in the form of ordinary and no-par value shares, the institution concerned had to have issued bearer shares, registered shares or registered shares with restricted transferability before the conversion in order to be able to use variant 1. Bearer and registered shares are of the same class. Preferred shares and ordinary shares, on the other hand, belong to different classes.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 72 of 273 Background information: Variant 2: "Simplified listing application" For the admission of new shares to trading, a notification in the form of a "simplified listing application" must be submitted by the bank/agent to the exchange(s) concerned if one of the following circumstances applies: A change of legal form takes place as part of the resolution measure (e.g. from an AöR to an AG). The new securities (after resolution) belong to a different class than the previous securities (before resolution) (e.g. conversion of preferred shares into ordinary shares). The new securities are of the same class as the previous securities, but the previous securities were not previously listed on a stock exchange. The "simplified listing application" generally contains the following information: • the ISIN and, if applicable, WKN; • the type and class of the security (e.g. shares issued as bearer shares); • the currency. In addition, the bank/agent must enclose the following to the "simplified listing application": • Resolution Order; • certificate of authorisation (in case of representation); • current articles of association after resolution; • annual financial statements for the previous financial year; • proof of disclosure of annual financial statements for the last three years, if applicable. In addition, the resolution authority must provide the exchange(s) with information on the minimum free float of the new shares. The publication of a prospectus is not required according to (EU) Regulation 2017/1129 Article 1(5) point (c). On which stock exchanges the shares are to be traded is to be decided (taking into account the specific situation) by the institution in consultation with the resolution authority.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 73 of 273 Task 9: Preparation of listing of new shares Task owner Exchange(s) Source of information Notification on features of new shares received from resolution authority (task 8 – variant 1); or “simplified listing application” for the listing of new shares received from the bank/agent (task 8 – variant 2); as well as information received from the resolution authority on the minimum free float of securities. Time of implementation T+2 Task implementation The exchange(s) allocate the market maker(s) for the new shares. Based on the notification by the resolution authority or the “simplified listing application” from the bank/agent, the exchange(s) set up the listing process in the trading systems. Forwarded information Information to the resolution authority, CSD, NNA, bank/agent that listing of the new shares has been prepared (by e-mail/IT interface). Task table 9: Preparation of listing of new shares
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 74 of 273 Task 10: Preparation of global certificate for new shares Task owner Bank/agent Source of information Resolution Order received from resolution authority (see task 1); and either notification on features of the new shares received from resolution authority (task 8 – variant 1); or “simplified listing application” for the listing of new shares filed by the bank/agent (task 8 – variant 2). Time of implementation T+2 Task implementation The bank/agent prepares the global certificate for the new shares and submits it to the CSD for immobilisation and dematerialisation. Forwarded information Submission of the global certificate (as an electronic copy) to the CSD by e-mail, followed by physical transmission by mail/bicycle courier; information to resolution authority and exchange(s) about submission of global certificate by e-mail. Task table 10: Preparation of global certificate for new shares Background information: Global note/Global certificate If the Resolution Order envisages the conversion of affected instruments into shares, a global certificate is required and has to be submitted to the CSD. The Resolution Order is the legal basis for the conversion into new shares by the CSD. Furthermore, the technical implementation requires a global certificate for the new shares. According to section 99 (4) of the SAG, corporate law requirements for the issuance of new shares are deemed to be fulfilled. The bank or, if applicable, its agent is responsible for the creation and submission of the global certificate to the CSD.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 75 of 273 Task 11: Technical bail-in implementation Task owner Central Securities Depository (CSD) Source of information Resolution Order received from resolution authority (see task 1); instruction letter and supporting documents received from bank/agent (task 5); information regarding administrator of interim account received from bank/agent (task 5); information regarding the number of new shares resulting from the conversion of SSD/NSV and instruments of ownership not held by central securities depositories received from the bank/agent (task 5); data stock provided by NNA (task 6); global certificate for new shares received from bank/agent (task 10). Time of implementation T+3 until T+4 Task implementation The CSD performs the booking of the bail-in in its internal systems. This comprises: full derecognition of cancelled shares from the system; disclosure of the reduction of the nominal value of the unstructured bearer bonds 25 (due to write-down and conversion) and derecognition of the respective amounts or adjustment of the pool factors; the reflection of the reduction of the structured bearer bonds in the master data. No book-entries take place in the accounts of the participants, i.e. no derecognition of instruments by the CSD; amendment of the global certificate/global note of instruments affected by the bail-in (taking into account the writedown and conversion percentages included in the Resolution Order); ensuring that the global notes of instruments that are to be fully reduced in the context of the application of technical scenarios 3b and 4 are not cancelled in the event of a write-up; technical creation of new shares as stated in the global certificate. For the technical implementation of the bail-in, the CSD conducts several different technical scenarios (see Table 9 and Table 10). Each technical scenario covers different measures in connection with the bail-in.
25 The nominal value is only adjusted in the CSD’s system for percentage-quoted unstructured bonds. In the case of unitquoted unstructured bonds, a full reduction will result in a complete derecognition from the system. In the case of a partial reduction, the nominal values are adjusted in the master data by WM Datenservice (see also background information in Chapter V.2.7).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 76 of 273 Forwarded information Information to resolution authority that technical bail-in implementation has been executed (via e-mail); information to bank/agent that technical bail-in implementation has been executed (via e-mail). Task table 11: Technical bail-in implementation The CSD and the NNA must consider different technical scenarios in the technical bail-in implementation. Depending on the nature of the bearer bond (structured or unstructured) and the type of listing on the exchange (percentage or unit quotation), there are in general four cases of technical scenarios to be distinguished (see also Chapter V.2.7). The following figure provides an overview of the Tables and Chapters in which the respective cases of technical scenarios or explanations to the technical implementation can be found. Figure 8: Overview of the technical scenarios for bearer bonds
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 77 of 273 Below are the technical scenarios for instruments of ownership. Technical scenarios for the bail-in implementation by the CSD and WM Datenservice (instruments of ownership) No. Technical scenario Summary of technical process 1 Cancellation of old shares WITHOUT conversion into new shares Cancellation of old shares Full worthless derecognition of all old shares from the CSD systems. The CSD will debit all shares from customers’ accounts without further action. 2 Cancellation of old shares WITH conversion into new shares Cancellation of old shares and conversion into new shares Full worthless derecognition of all old shares from the CSD systems and technical generation of new shares. Conversion into new shares according to technical booking ratio (1 old share : x,xxx new shares). If the booking ratio contains fractional amounts, these are rounded down by the CSD at the level of the participants’ accounts (see background information in Chapter IV.2.13). Table 9: Technical scenarios for the CSD and the NNA (instruments of ownership)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 78 of 273 Below are the technical scenarios for percentage-quoted and unit-quoted unstructured bearer bonds: Technical scenarios for the bail-in implementation by the CSD and WM Datenservice (unstructured bearer bonds) No. Technical scenario Summary of technical process 3 Full nominal value/pool factor reduction of unstructured bearer bonds with cancellation of old bonds WITH conversion into new shares Full reduction of the nominal value/pool factor of unstructured bearer bonds with conversion into new shares Full reduction (through write-down and conversion) of the nominal value/pool factor affected percentage-quoted structured bearer bonds taking into account the total reduction rate. Technical generation of new shares in accordance with the technical conversion ratio: (Smallest transferable unit in original currency : x,xxx new shares) The CSD cancels the bearer bonds and books the new shares (according to the technical conversion ratio). If the technical conversion ratio contains fractional amounts, these are rounded down by the CSD at the level of the participants’ accounts (see background information in Chapter V.2.13). Since the reduction can be made either by full conversion of bearer bonds into new shares or by a combination of write-down and conversion, scenario 3 distinguishes into two sub-scenarios. Additionally, a distinction is made in each sub-scenario as to whether the reduction is made with or without a pool factor. 3a: Full reduction by full conversion of the percentage-quoted unstructured bearer bonds into new shares: 3a without PF: The currently posted nominal value (outstanding) is converted in full into shares and derecognised from the CSD participants’ accounts due to the total reduction to zero. 3a with PF: The currently registered nominal value (outstanding) is converted in full into shares. Again, the outstanding principal amounts is derecognised from the CSD participants’ accounts due to the total reduction to zero and 3b: Full reduction of the percentage-quoted unstructured bearer bonds by the combination of write-down and conversion into new shares: 3b without PF: The currently registered nominal value (outstanding) is in part derecognised (worthless withdrawal) due to the write-down and in part converted into shares. The converted part is also derecognised. Thus, due to a total reduction to 0, a complete derecognition of the outstanding principal amounts from the accounts of the CSD participants takes place.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 79 of 273 3b with PF: The currently registered nominal value (outstanding) is in part worthless due to the write-down (worthless withdrawal) and in part converted into shares. Due to a total reduction to 0, a complete derecognition of the nominal value from the accounts of the CSD participants takes place. 4 Full reduction of the nominal value/pool factor of unstructured bearer bonds without cancellation of old bonds WITHOUT conversion into new shares Full reduction of the nominal value/pool factor of unstructured bearer bonds without conversion into new shares Full reduction (through write-down) of the nominal value/pool factor of unstructured bearer bonds. The write-down percentage for the technical scenario 4 is always 100%. The write-down is merely reflected in the master data of the CSD. There is no cancellation of the bearer bonds from the accounts of the participants at the CSD. In scenario 4, a distinction is made as to whether the reduction is made with or without a pool factor: 4 without pool factor: Reduction of the outstanding nominal value to zero in the master data (WSS). 4 with pool factor: Reduction of the pool factor to zero in the master data (WSS). 5 Nominal value/pool factor reduction of unstructured bearer bonds with partial cancellation of old bonds WITH conversion into new shares Partial reduction of the nominal value/pool factor of unstructured bearer bonds with conversion into new shares Partial reduction (through write-down and conversion) of the nominal value/pool factor of unstructured bearer bonds taking into account the total reduction rate. The total reduction rate is the sum of the write-down percentage and the conversion percentage. The total reduction for scenario 5 is always less than 100%. Technical generation of new shares in accordance with the technical conversion ratio: (Smallest transferable unit in original currency : x,xxx new shares) The CSD books the new shares into the accounts of the participants (according to the technical conversion ratio). If the technical conversion ratio contains fractional amounts, these are rounded down by the CSD at the level of the participants’ accounts (see background information in Chapter V.2.13). In scenario 5, a distinction is made between two further sub-scenarios, as in scenario 3. Additionally, a distinction is made in each sub-scenario as to whether the reduction is made with or without a pool factor. 5a: Partial reduction of the percentage-quoted unstructured bearer bonds by partial conversion into new shares: 5a without PF: the currently registered nominal value (outstanding) is converted into shares in accordance with the conversion ratio. The converted part of the outstanding nominal
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 80 of 273 Table 10: Technical scenarios for the CSD and the NNA (unstructured BBs) amounts is cancelled accordingly from the CSD participants' accounts. 5a with PF: the currently booked nominal value (outstanding) is converted into shares in accordance with the conversion ratio. There is no cancellation of the converted nominal value, as a reduction of the pool factor is made in the master data (WSS). and 5b: Partial reduction of t unstructured bearer bonds by the combination of write-down and conversion of bearer bonds into new shares: 5b without PF: the currently registered nominal value (outstanding) is partially converted into shares in accordance with the conversion ratio and the corresponding portion of the nominal value is cancelled. Another portion is cancelled due to the write-down (worthless withdrawal). 5b with PF: the currently registered nominal value (outstanding) is partially converted into shares in accordance with the conversion ratio. Another portion becomes worthless due to the write-down (worthless withdrawal), which, together with the conversion, is reflected in the reduction of the current pool factor. The pool factor is adjusted in the master data (WSS). 6 Nominal value/pool factor reduction of structured bearer bonds with partial cancellation of old bonds WITHOUT conversion into new shares Partial reduction of the nominal value/pool factor of unstructured bearer bonds without conversion into new shares Partial reduction (write-down) of the nominal value/pool factor of the affected unstructured bearer bonds according to the total reduction rate (equals the write-down percentage). The write-down percentage for scenario 6 is always less than 100%. In scenario 6, a distinction is made as to whether the reduction is made with or without a pool factor: 6 without pool factor: partial write-down (worthless withdrawal) of the outstanding nominal amount through partial cancellation. 6 with pool factor: partial reduction of the pool factor in the master data (WSS). No partial cancellation.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 81 of 273 Below the technical scenarios for percentage-quoted structured bearer bonds and structured bearer bonds quoted in units can be found. Technical scenarios for bail-in execution by the central securities depository and WM Datenservice (structured bearer bonds) No. Technical scenario Summary of technical process 3 Full reduction of structured bearer bonds WITH conversion into new shares Full reduction of structured bearer bonds with conversion into new shares Full reduction (through write-down and conversion) of the affected structured bearer bonds in line with the total reduction rate. The total reduction rate is the sum of the write-down percentage and the conversion percentage. The total reduction rate for scenario 3 is always 100%. WM Datenservice sets the nominal value of the affected percentage-quoted structured bearer bonds to zero in the master data (see Chapter V.2.7): (Nominal value (old) in original currency : Nominal value (new) in original currency) On the basis of information from the resolution authority, the bank and the updated data set from WM Datenservice (see tasks 1, 5 and 6), the central securities depository modifies the master data for the affected structured bearer bonds in its system. The total reduction (through write-down and conversion) of the structured bearer bonds is therefore modelled in the systems of the central securities depository. There is no cancellation of the instruments from the accounts of the participants. Due to the conversion, the central securities depository books the new shares to the accounts of the participants in line with the technical conversion ratio for structured bearer bonds: (Smallest transferable unit (old) in original currency : x,xxx new shares). If the technical conversion ratio contains fractional amounts, these are rounded down by the central securities depository at the level of the participants’ accounts (see background information in Chapter V.2.13). Since the reduction can be made either by full conversion of bearer bonds into new shares or by a combination of write-down and conversion, scenario 3 distinguishes two sub-scenarios. 3a: Full conversion of structured bearer bonds into new shares. 3b: Combination of write-down and conversion of structured bearer bonds into new shares.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 82 of 273 Technical scenarios for bail-in execution by the central securities depository and WM Datenservice (structured bearer bonds) No. Technical scenario Summary of technical process 4 Full reduction of structured bearer bonds WITHOUT conversion into new shares Full reduction of structured bearer bonds without conversion into new shares Full reduction (through write-down) of affected structured bearer bonds. The write-down percentage for scenario 4 is always 100%. WM Datenservice sets the nominal value (if it exists) of the affected structured bearer bonds to zero in the master data (see Chapter V.2.7). WM Datenservice also modifies other features of the structured bearer bond, such as the multiplier, the minimum, maximum and bonus amounts, if applicable. On the basis of information from the resolution authority, the bank and the updated data set from WM Datenservice (see tasks 1, 5 and 6), the central securities depository modifies the master data for the affected structured bearer bonds in its system. The write-down is herewith reflected in the systems of the central securities depository. There is no cancellation of the instruments from the accounts of the participants.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 83 of 273 Technical scenarios for bail-in execution by the central securities depository and WM Datenservice (structured bearer bonds) No. Technical scenario Summary of technical process 5 Partial reduction of percentage-quoted structured bearer bonds WITH conversion into new shares Partial reduction of structured bearer bonds with conversion into new shares Partial reduction (through write-down and conversion) of the affected structured bearer bonds in line with the total reduction rate. The total reduction rate is the sum of the write-down percentage and the conversion percentage. The total reduction rate for scenario 5 is always less than 100%. WM Datenservice reduces the nominal value (if it exists) of the affected structured bearer bonds in the master data (see Chapter V.2.7). WM Datenservice also modifies other features of the structured bearer bond, such as the multiplier, the minimum, maximum and bonus amounts, if applicable. On the basis of information from the resolution authority, the bank and the updated data set from WM Datenservice (see tasks 1, 5 and 6), the central securities depository modifies the master data for the affected structured bearer bonds in its system. The reduction of the structured bearer bonds is herewith reflected in the systems of the central securities depository. There is no cancellation of the instruments from the accounts of the participants. Due to the conversion, the central securities depository books the new shares to the accounts of the participants in line with the technical conversion ratio for structured bearer bonds: (Smallest transferable unit (old) in original currency : x,xxx new shares). If the technical conversion ratio contains fractional amounts, these are rounded down by the central securities depository at the level of the participants’ accounts (see background information in Chapter V.2.13). In scenario 5, a distinction is made between two further sub-scenarios, as in scenario 3. 5a: the partial conversion of structured bearer bonds into new shares and 5b: combination of write-down and partial conversion of structured bearer bonds into new shares.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 84 of 273 Technical scenarios for bail-in execution by the central securities depository and WM Datenservice (structured bearer bonds) No. Technical scenario Summary of technical process 6 Partial reduction of structured bearer bonds WITHOUT conversion into new shares Partial reduction of structured bearer bonds without conversion into new shares Partial reduction (through write-down) of the affected structured bearer bonds in line with the total reduction rate (equals the write-down percentage). The write-down percentage for scenario 6 is always less than 100%. WM Datenservice reduces the nominal value (if it exists) of the affected structured bearer bonds in the master data (see Chapter V.2.7). WM Datenservice also modifies other features of the structured bearer bond, such as the multiplier, the minimum, maximum and bonus amounts, if applicable. On the basis of information from the resolution authority, the bank and the updated data set from WM Datenservice (see tasks 1, 5 and 6), the central securities depository modifies the master data for the affected structured bearer bonds in its systems. The write-down of the structured bearer bonds is herewith reflected in the systems of the central securities depository. There is no cancellation of the instruments from the accounts of the participants. Table 11: Technical scenarios for the CSD and the NNA (structured bearer bonds)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 85 of 273 Task 12: Booking of bail-in in participants’ accounts Task owner Central Securities Depository (CSD) Source of information Resolution Order received from resolution authority (see task 1); information regarding the number of new shares resulting from the conversion of SSD/NSV and instruments of ownership not held by central securities depositories received from the bank/agent (task 5); updated information in the CSD systems after technical bail-in implementation (task 11). Time of implementation T+5 Task implementation The CSD reflects the technical bail-in implementation in the accounts of its direct participants (i.e. the custodian banks and the administrators of the interim account for the new shares resulting from the conversion of SSD/NSV and instruments of ownership not held by central securities depositories). This comprises: the derecognition of old bearer shares, which have been cancelled from the accounts of the direct participants; or the derecognition of old registered shares, which are to be cancelled, from the accounts of the direct participants; prior to that rebooking from registered holdings into pending holdings; and the reflection of the reduction of nominal value/pool factor of the unstructured bearer bonds (write-down and conversion) in the accounts of its direct participants; reflection of the reduction of structured bearer bonds (writedown and conversion) in the master data. No book-entries take place in the accounts of the participants, i.e. no derecognition of instruments by the CSD; the allocation of the new shares resulting from the conversion of bearer bonds (booking in the direct participants' accounts) and SSD/NSV (booking in the interim account)26 and if applicable, the allocation of new shares to holders of old shares, which have been cancelled (relevant only for technical scenario 2). If the technical conversion ratio contains fractional amounts, the CSD only books the full shares into the accounts of its participants. The fractional
26 If existing shareholders who previously owned instruments of ownership not held by central securities depositories (e.g. existing limited liability company shareholders) are entitled to receive new shares, their number of new shares must also be submitted to the CSD.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 86 of 273 amounts per participant’s account (final amounts) are rounded down (see background information on the handling of fractional amounts). Forwarded information Information to CSD’s direct participants (custodian banks and administrators of the interim account) regarding the booking of the bail-in implementation in their accounts (via CSD systems); information to the resolution authority that bail-in has been booked in the accounts of the direct participants by e-mail; information to bank/agent that bail-in has been booked in the accounts of the direct participants by e-mail. Task table 12: Booking of bail-in in participants’ accounts Figure 9 provides an overview of the booking of the technical bail-in implementation in the accounts of the CSD´s direct participants. Figure 9: Booking of bail-in in participants´ accounts and interim account
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 87 of 273 Background information: Treatment of fractional amounts The Resolution Order may provide for the conversion of instruments into new shares. The technical conversion ratio may result as a consequence in fractional shares (partial rights), if the Resolution Order does not provide for rounding down to full amounts (e.g. from 221,6 shares per instrument to 221 shares). If no rounding down is provided for in the Resolution Order, the CSD and the custodian banks round down the fractional amounts (final amounts) per participant. Rounding down of the final amounts at the CBF level: The CSD rounds off the total number of shares per client account. If, for example, a custodian bank manages a main account and several sub-accounts, these are considered separately and rounded down. Thus, only the full shares are booked for each client account. The fractional amounts (final amounts) per custodian bank account are worthless and lapse. For example, if a custodian bank receives 10.000,8940815 shares in its main account, 10.000 shares will be booked to the CBF participant’s main account. The final amount of 0,8940815 is worthless and lapses. Example (simplified):
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 88 of 273 Task 13: Hold shares for SSD/NSV holders affected by the bail-in Task owner Administrator of the interim account Source of information Information on booking of bail-in in accounts received from CSD (task 12). Time of implementation T+5 Task implementation The administrator of the interim account maintains the interim account with the new shares for the SSD/NSV holders affected by the bail-in and, where applicable, the existing shareholders.27 The administrator of the interim account approaches the bank/its agent to submit a list with the securities account/bank details of the SSD/NSV holders affected by the bail-in and, where applicable, the existing shareholders, and the number of new shares each party concerned is entitled to receive. If the bank itself is the administrator of the interim account, it would directly approach the SSD/NSV holders affected by the bail-in and, where applicable, the existing shareholders and ask them into which securities accounts the shares should be booked. Forwarded information Request to bank/agent for provision of securities account/bank details of SSD/NSV holders affected by the bail-in, where applicable, the existing shareholders and number of new shares for each party concerned by email. Task table 13: Hold shares for SSD/NSV holders and existing shareholders affected by the bail-in
27 If existing shareholders who previously owned instruments of ownership not held by central securities depositories (e.g. existing limited liability company shareholders) are entitled to receive new shares, their number of new shares must also be submitted to the CSD by the administrator of the interim account.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 89 of 273 Task 14: Customer notification and reflection in accounts Task owner Custodian banks (CSD participants) Source of information Information from CSD (task 12). Time of implementation T+5 Task implementation The custodian banks of the holders of old shares and of the bearer bonds holders affected by the bail-in reflect the bail-in implementation in the respective securities accounts of their customers. This comprises: the deletion of old cancelled shares in the customers’ accounts; the reflection of the reduction of the nominal value/pool factor of the bearer bonds (write-down and conversion) in the securities accounts of the bearer bonds holders; the allocation of new shares to the securities accounts of the new shareholders (bearer bonds holders affected by the bail-in) and, if applicable, to the securities accounts of holders of old shares that were cancelled (only applicable for technical scenario 2). If fractional amounts (final amounts) arise during the allocation of the new shares to the clients, the custodian banks only book the full shares into the securities accounts of their clients. The final amounts are rounded down (see background information in Chapter V.2.13). Forwarded information Notice to customers on bail-in implementation via e-mail or other information channels. Task table 14: Customer notification and reflection in securities accounts
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 90 of 273 Task 15: Submission of SSD/NSV holders´ bank account details Task owner Bank/agent Source of information Request from administrator of the interim account (task 13). Time of implementation T+5 Task implementation The bank/agent approaches the SSD/NSV holders affected by the conversion into new shares and, where applicable, the existing shareholders and asks for information on the securities accounts into which the new shares must be transferred.28 Forwarded information Submission of list to administrator of the interim account with securities account/bank details of SSD/NSV holders affected by the bail-in and, where applicable, existing shareholders and the number of shares each party concerned is entitled to receive by e-mail; informing the resolution authority of the dispatch of the list of securities account/bank details to the administrator of the interim account by e-mail. Task table 15: Submission of SSD/NSV holders´ / existing shareholders’ bank account details Task 16: Delivery of new shares to accounts of SSD/NSV holders Task owner Administrator of the interim account (CSD participant) Source of information List submitted by bank/agent with securities account/bank details of SSD/NSV holders affected by the bail-in and, where applicable, existing shareholders inclusive number of new shares each party concerned is entitled to receive (task 15).28 Time of implementation from T+5
28 If existing shareholders who previously owned instruments of ownership not held by central securities depositories (e.g. existing limited liability company shareholders) are entitled to receive new shares, their bank account details must also be submitted to the administrator of the interim account by the institution/agent.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 91 of 273 Task implementation The administrator of the interim account allocates the new shares from the interim account to the custodian banks holding the securities accounts of the SSD/NSV holders affected by the bail-in and, if applicable, the existing shareholders, in accordance with the list containing the bank details.29 Ideally, the distribution of the new shares should take place in one delivery. However, since it is likely that not all the required securities account / bank details of the above-mentioned persons will be available at the same time, the administrator of the interim account can proceed in stages. This means that as soon as an economically reasonable lot size of securities account / bank details has been provided, the distribution of shares can take place. When notifying the resolution authority of the allocation of new shares to the holders of borrower’s note loans/registered bonds, the notification (email) must state the number of orders already placed, the borrower’s note loans/registered bonds and the new shares allocated per lot size. A reasonable lot size should be selected, e.g. from 10% of the total volume of shares of the holders of borrower’s note loans/registered bonds concerned. Forwarded information Notification to custodian banks of SSD/NSV holders affected by the bail-in and, if applicable, existing shareholders with information about the origin of the new shares (i.e. conversion as part of the bail-in) by e-mail; information to the resolution authority that new shares have been allocated to custodian banks of those affected by the bail-in (by e-mail); information to bank/agent that new shares have been allocated to custodian banks of parties affected by the bail-in (by e-mail). Task table 16: Delivery of new shares to affected SSD/NSV holders / existing shareholders Task 17: Customer notification and reflection in securities accounts Task owner Custodian banks of SSD/NSV holders affected by the bail-in and, where applicable, existing shareholders Source of information Notification of the administrator of the interim account to the SSD/NSV holders affected by the bail-in and, if applicable, existing shareholders with information regarding the origin of the new shares (task 16). Time of implementation T+5
29 If applicable, new shares will also be transmitted by the administrator of the interim account to the existing shareholders of instruments of ownership not previously held by central securities depositories.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 92 of 273 Task implementation If applicable, the custodian banks send a notification to the administrator of the interim account, which confirms the reception of the shares. The custodian banks allocate the new shares to the accounts of the SSD/NSV holders affected by the bail-in and, where applicable, the existing shareholders. If fractional amounts (final amounts) arise during the allocation of the new shares, the custodian banks only book the full shares into the securities accounts of their clients. The final amounts are rounded down (see background information in Chapter V.2.13). Forwarded information Notification to SSD/NSV holders affected by the bail-in and, where applicable, existing shareholders (by e-mail or other information channels). Task table 17: Customer notification and reflection in securities accounts Figure 10 provides an overview of the booking of the bail-in implementation by the custodian banks. Figure 10: Reflection of bail-in in customer securities accounts
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 93 of 273 Task 18: Order on the resumption of trading Task owner Resolution authority Source of information Resolution Order (task 1); positive list with ISINs of instruments affected by the suspension of trading (task 1); where applicable, the supplementary or corrected list of ISINs on the suspension of trading of additional instruments from the bank (task 5). Time of implementation T+430 Task implementation Drafting of a separate order stating that the trading of instrument affected by the suspension of trading must be resumed on the next trading day. This step does not apply, for example, to cancelled shares as they do not exist anymore. Forwarded information Conveyance of dedicated order to resume trading to exchange(s) and the Exchange Supervisory Authority(ies) (first by e-mail and subsequently by mail); publication of dedicated order to resume trading on resolution authority’s website. Task table 18: Order on the resumption of trading Task 19: Resumption of trading and listing of new shares Task owner Exchange(s) Source of information Notification on features of the new shares received from resolution authority (task 8 – variant 1); or “simplified listing application” for the listing of new shares received from the bank/agent (task 8 – variant 2); and dedicated order to resume trading received from resolution authority (task 18); and information from bank/agent on submission of global certificate to CSD (task 10).
30 The point in time for the order to resume trading may deviate from the timing of the process as described here (depending on technical circumstances).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 94 of 273 Time of implementation T+531 Task implementation The exchange(s) resume(s) the trading of the instruments affected by the suspension of trading. The exchange(s) will, on the basis of
31 The point in time for the resumption of trading may deviate from the timing of the process as described here (depending on the separate order to resume trading issued by the resolution authority). 32 In general, the first price can be quoted one trading day after admission to trading.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 95 of 273 Forwarded information Forwarding of the information on the handling of previously suspended payments to the NNA and a copy to the CSD by e-mail; information to the resolution authority of the forwarding of the notification on the handling of suspended payments to the NNA and the CSD by e-mail. Task table 20: Information on handling of suspended payments
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 96 of 273 Background information: Handling of suspended payments (interest and principal) The bank will (after implementation of the bail-in in the systems and accounts of the market participants) inform the NNA and the CSD by e-mail about the handling of previously suspended payments. When informing on the handling of suspended payments, the bank must note that for all instruments affected by the bail-in, the payments must be recalculated taking into account the write-down and conversion percentages published in the Resolution Order. For each instrument for which interest payments have been suspended as part of the bail-in, the following WM data fields must be included in the notification: ISIN (WM field: GD622); start date of the interest period (WM field: ED024A); end date of the interest period (WM field: ED025A); coupon as of (WM field: ED031); payment date (WM field: ED021); ex-coupon date (WM field: ED007); record date (WM field: ED020); total dividend/income (WM field: ED008A); number of interest days (WM field: ED300); dividend/income currency: (WM field: ED011); dividend/income % (WM field: ED032). With regard to previously suspended principal payments, the following WM data fields are to be provided. A distinction must be made between two cases:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 97 of 273 3. Description of the process tasks: ICSD bail-in implementation Task table: ICSD bail-in implementation This Chapter contains an overview of the ICSD bail-in implementation process and an overview of the individual process tasks. Each process task describes the responsible actor, the necessary information base, the time of execution, the activities to be carried out for the execution and the information and communication channels. Figure 11 provides an overview of the ICSD bail-in implementation process or the so-called “ICSD Add-On”. It should be noted that the process is based on the domestic bail-in implementation and should only be considered together with this. The process tasks with Arabic numerals represent an extension of the process tasks of the domestic bail-in implementation with regard to the “ICSD Add-On”. These have to be implemented by domestic actors, such as, for instance, the bank and the domestic CSD. The process tasks with Roman numerals are part of the ICSD Add-On and must be implemented by the ICSDs, the Common Depositories/Common Service Providers and the Common Safekeepers.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 98 of 273 Figure 11: Task table of the ICSD bail-in implementation – „ICSD Add-On“
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 99 of 273 Task 1: “ICSD Add-On” – Publication of the Resolution Order Task owner Resolution authority Source of information n.a. Time of implementation T Task implementation In addition to the activities in Task 1 of the domestic bail-in implementation, the resolution authority prepares the following documents/files: a legally non-binding summary of the Resolution Order in English; an instruction letter in English. The letter includes, among other things, brief instructions on implementing the bail-in in accordance with the Resolution Order, and a listing of the institution’s involved agents in the external bail-in implementation; a positive list (MS Excel file) of international bearer bonds affected by the bail-in for which a suspension of payments must take place. Forwarded information In addition to Task 1 of the domestic bail-in implementation, the resolution authority submits the following documents/files: Submission of the Resolution Order and its annexes as well as the summary of the Resolution Order in English to the ICSDs directly via e-mail and in copy to their supervisory authorities (CSSF and NBB) and to the Common Depositories/Common Service Providers; submission of the instruction letter to the ICSDs directly via e-mail and in copy to their supervisory authorities (CSSF and NBB) and to the Common Depositories/Common Service Providers; submission of the positive list (as MS Excel file) for suspension of payments of the affected international bearer bonds (XS-ISINs) to the ICSDs via e-mail and in copy to the Common Depositories/Common Service Providers. Task table 21: Publication of the Resolution Order – “ICSD Add-On”
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 100 of 273 Task I: Acknowledgement of Resolution Order Task owner Supervisory authorities of the ICSDs (CSSF and NBB) Source of information Resolution Order received from resolution authority (task 1 – “ICSD Add-On”); instruction letter received from the resolution authority (task 1 – “ICSD Add-On”). Time of implementation T/T+1 Task implementation The supervisory authorities of the ICSDs (CSSF and NBB) take note of the Resolution Order and instruction letter submitted by the resolution authority. Forwarded information n.a. Task table 22: Acknowledgement of Resolution Order Task II: Acknowledgement of the positive list for suspension of payments Task owner Common Depositories/Common Service Providers Source of information Resolution Order received from resolution authority (task 1 – “ICSD Add-On”); instruction letter received from the resolution authority (task 1 – “ICSD Add-On”); the (supplementary or corrected) positive list (MS Excel list) sent by the resolution authority with the international bearer bonds affected by the bail-in for suspension of payments (tasks 1 and 5 – “ICSD Add-On”); Time of implementation T/T+1 Task implementation The Common Depositories/Common Service Providers take note of the documents and data submitted by the resolution authority. If the Common Depositories/Common Service Providers act as paying agents for the international bearer bonds (XS-ISINs) affected by the bail-in, and payments are made for them during the technical bail-in implementation, the CDs/CSPs stop all related processes, such as the transfer of funds to the ICSDs. Forwarded information n.a. Task table 23: Acknowledgement of the positive list for suspension of payments
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 101 of 273 Task III: Legal review and (if necessary) suspension of payments Task owner ICSDs Source of information Resolution Order received from resolution authority (task 1 – ”ICSD Add-On”); instruction letter received from the resolution authority (task 1 – “ICSD Add-On”); the (supplementary or corrected) positive list (MS Excel list) sent by the resolution authority with the international bearer bonds affected by the bail-in for suspension of payments (tasks 1 and 5 – ”ICSD Add-On”). Time of implementation T + 1 Task implementation The ICSDs perform a legal review33 of the Resolution Order; if applicable, the ICSDs suspend all interest and principal payments which occur during the technical bail-in implementation for affected international bearer bonds based on the (supplementary or corrected) positive list for suspension of payments received from the resolution authority. Forwarded information Notification of the resolution authority of the receipt of the Resolution Order, the (supplementary or corrected) positive list for suspension of payments and the instruction letter via e-mail; information to the resolution authority of the suspension of payments via e-mail upon request; and information to the bank/agent of the suspension of payments via e-mail upon request; information to the participants of the suspension of payments. Task table 24: Legal review of the Resolution Order and (if necessary) suspension of payments
33 BaFin regards the “legal review” as a plausibility check which can be carried out in the required short time period and which is limited to the review of obvious points, in particular to a basic examination of obvious formal requirements, such as the mandating authority. BaFin assumes that the ICSDs will not conduct a substantive legal review of the Resolution Order.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 102 of 273 Task 5: “ICSD Add-On” – Instruction letter, supporting documents, list with ISINs Task owner Bank/agent Source of information In addition to the sources of information listed in task 5 of the domestic bail-in implementation, this process task is based on the following information: Information of the suspended payments submitted by the ICSDs upon request, where applicable (Process task III). Time of implementation T + 1 Implementation of the process task In addition to the documents listed in task 5 of the domestic bail-in implementation, the bank/agent prepares the following documents to the ICSDs in English language: Instruction letter which includes, among others, a short instruction to implement the bail-in as described in the Resolution Order and a reference to the supporting documents (operational guidelines and detailed list of instruments); operational guidelines which provide detailed technical information on the implementation of the bail-in for international bearer bonds; detailed list of instruments delivering, for each international bearer bond affected by the bail-in, specific information needed by the ICSDs in their systems for the technical implementation of the bail-in; if applicable, a positive list (MS Excel file) of international bearer bonds affected by the bail-in for which a settlement blocking must take place on the part of the ICSDs. Forwarded information In addition to task 5 of the domestic bail-in implementation, the bank/agent submits the following information: Sending of a correcting notification to the positive list with affected international bearer bonds for suspension of payments to the resolution authority for transmission to the ICSDs via e-mail; sending the positive list for settlement blocking with affected international bearer bonds directly by e-mail to the ICSDs and in copy to the Common Depositories/Common Service Providers and the resolution authority; sending of the instruction letter and the supporting documents directly by e-mail to the ICSDs for bail-in implementation and in copy to the Common Depositories/Common Service Providers, the Common Safekeepers (generally one of the ICSDs or the CSP), the resolution authority as well as WM Datenservice. Task table 25: Instruction letter, supporting documents, positive lists – “ICSD Add-On”
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 103 of 273 Task IV: Preparation of the mark-down instructions Task owner Common Depositories/Common Service Providers Source of information Positive list for settlement blocking (MS Excel list) submitted by the bank/agent with international bearer bonds or XS-ISINs affected by the bail-in (task 5 – “ICSD Add-On”) where applicable; instruction letter and supporting documents received from bank/agent (task 5 – “ICSD Add-On”). Time of implementation T + 2 Task implementation The Common Depositories/Common Service Providers prepare the so-called mark-down instructions to the ICSDs based on the instruction letter and the supporting documents of the bank. These are technical instructions for the write-down and/or conversion of instruments. Forwarded information n.a. Task table 26: Preparation of the mark-down instructions to the ICSDs Task V: Eligibility review and settlement blocking, where applicable Task owner ICSDs Source of information If applicable, positive list for settlement blocking (MS Excel list) submitted by the bank/agent with international bearer bonds or XS-ISINs affected by the bail-in (task 5 – “ICSD Add-On”); instruction letter and supporting documents received from bank/agent (task 5 – “ICSD Add-On”). Time of implementation T + 2 Task implementation The ICSDs inform their participants of the resolution measures. If necessary, based on the basis of the positive list submitted by the bank for the settlement blocking and the operational guidelines, ICSDs can decide to initiate the settlement blocking for international bearer bonds affected by the bail-in. On the basis of the operational guidelines provided by the bank and the information on new shares included therein, the ICSDs perform an eligibility review how far the new shares fulfill the criteria for approval to settlement in their books.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 104 of 273 Forwarded information Information to the participants about the resolution measure via SWIFT and additional channels, if necessary; where applicable, information to the bank/agent of settlement blocking by e-mail upon request; sending of a confirmation to the bank/agent about the admission of the new shares to settlement in the systems of the ICSDs by e-mail. Task table 27: Information to the ICSDs’ participants, eligibility review and settlement blocking Task 10: “ICSD Add-On” – Reconciliation of ICSDs’ holdings Task owner Bank/agent Source of information In addition to the sources of information listed in task 10 of the domestic bail-in implementation, this process task is based on the following information: Positive list for suspension of payments (MS Excel list) submitted by the resolution authority with international bearer bonds or XS-ISINs affected by the bail-in (task 1 – “ICSD Add-On”); where applicable, the correcting notification submitted by the bank/agent to the resolution authority for the positive list of international bearer bonds affected by the bail-in for suspension of payments (task 5 – “ICSD Add-On”). Time of implementation from T + 4 (record date) Task implementation In addition to the activities listed in task 10 of the domestic bail-in implementation, the bank takes the following actions: Reconciliation of the ICSD holdings with the Common Depositories (CGN) or the Common Service Providers (NGN) for determination of the total number of new shares resulting from the conversion of international bearer bonds. Following, the total number of new shares has to be transmitted by CBF to the ICSDs (see task 12 – “ICSD Add-On”). Forwarded information In addition to Task 10 of the domestic bail-in implementation, the bank/agent submits the following information: Forwarding of information on the total number of new shares resulting from the conversion of international bearer bonds to the domestic Central Securities Depository (CBF) by e-mail. Task table 28: Reconciliation of ICSDs’ holdings with CDs/CSPs by the bank – “ICSD Add-On”
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 105 of 273 Task VI: Mark-down of CGN/NGN Task owner Common Depositories/Common Safekeepers and Common Service Providers Source of information instruction letter and supporting documents received from bank/agent (task 5 – “ICSD Add-On”). Time of implementation T + 4 (record date) Task implementation The Common Depositories and Common Service Providers (generally one of the ICSDs) reconcile the ICSD holdings with the bank/agent (see also task 10 – “ICSD Add-On”). The Common Depositories and Common Safekeepers (generally one of the ICSDs or the CSP) adjust the global certificates of the international bearer bonds affected by the bail-in based on the instruction letter received from the bank, the supporting documents and the write-down and conversion percentages listed therein. The Common Depositories/Common Service Providers send mark-down instructions to the ICSDs to perform the write-down and/or conversion of the international bearer bonds affected by the bail-in. Forwarded information Submission of the mark-down instructions (write-down and/or conversion) to the ICSDs via SWIFT. Task table 29: Adjustment of the Classical Global Note/New Global Note
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 106 of 273 Task VII: Reflection of the write-down in participants’ accounts Task owner ICSDs Source of information Mark-down instructions received from the Common Depositories/Common Service Providers (process task VI). Time of implementation T + 4 (record date) Task implementation Based on the mark-down instructions received from the Common Depositories/Common Service Providers, the ICSDs implement the reduction as a result of the write-down of international bearer bonds in their systems. The ICSDs inform the Common Depositories/Common Service Providers about the write-down of the instruments. The ICSDs reflect the reduction of the instruments as a result of the write-down in the accounts of their participants. The ICSDs agree settlement instruction details (reconciliation of account data, amounts, etc.) for the new shares resulting from the conversion of the international bearer bonds with the bank/agent.34 For the technical implementation of the bail-in, the ICSDs conduct different technical scenarios (see Table 13). Each technical scenario covers different measures in connection with the bail-in. Forwarded information Information to the bank upon request about the reduction of the instruments as a result of the write-down (by e-mail); information to the agent about the reduction of the instruments as a result of the write-down via SWIFT; information to the Common Depositories/Common Service Providers about the reduction of the instruments as a result of the write-down via SWIFT; information to the participants about the reduction of the instruments as a result of the write-down via SWIFT and additional channels, if necessary. Task table 30: Reflection of the write-down in participants’ accounts by ICSDs
34 See also SRB document “Reflecting bail-in in the books of the International Central Securities Depositories (ICSDs)” under: https://www.srb.europa.eu/en/content/srb-issues-new-guidance-bail-international-debt-securities.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 107 of 273 Analogous to the domestic process of the external bail-in implementation, there are four technical scenarios for international bearer bonds in the ICSD context.35 A distinction is made between the technical scenarios A, B, C and D. Technical scenario A is the counterpart to technical scenario 4 of the domestic process. Technical scenario B corresponds to technical scenario 6, scenario C corresponds to scenario 3, and scenario D with scenario 5 (see also Chapter V.2.12).36 The table below shows the mapping of the technical scenarios of the “ICSD Add-On” to the technical scenarios of the domestic bail-in implementation: Technical scenario: ICSD bail-in implementation Description Technical scenario: domestic bail-in implementation Description A Full reduction of the nominal value of the international bearer bonds (XS bonds) without conversion into new shares 4 4 without PF: Full reduction of the nominal value of the percentage-quoted unstructured bearer bonds without conversion into new shares 4 with PF: Full reduction of the pool factor of the percentage-quoted unstructured bearer bonds without conversion into new shares B B without PF: Partial reduction of the nominal value of the international bearer bonds (XS bonds) without conversion into new shares B with PF: Partial reduction of the pool factor of the international bearer bonds (XS bonds) without conversion into new shares 6 6 without PF: Partial reduction of the nominal value of the percentage-quoted unstructured bearer bonds without conversion into new shares 6 with PF: Partial reduction of the pool factor of the percentage-quoted unstructured bearer bonds without conversion into new shares C Full reduction of the nominal value of the international bearer bonds (XS bonds) without conversion into new shares 3 Full reduction of the nominal value/pool factor of the percentage-quoted unstructured bearer bonds with conversion into new shares 3a with/without PF: Full reduction of the percentage-quoted unstructured bearer bonds by the full conversion into new shares 3b with/without PF: Full reduction of the percentage-quoted unstructured bearer bonds by the combination of write-down and conversion into new shares D D without PF: Partial reduction of the nominal value of the international bearer bonds (XS bonds) with conversion into new shares D with PF: Partial reduction of the pool factor of the international bearer bonds (XS bonds) with conversion into new shares 5 Partial reduction of the nominal value/pool factor of the percentage-quoted unstructured bearer bonds with conversion into new shares 5a with/without PF: Partial conversion of percentage-quoted unstructured bearer bonds into new shares 5b with/without PF: Combination of write-down and partial conversion of percentage-quoted unstructured bearer bonds into new shares Table 12: Mapping of technical scenarios – “ICSD Add-On” and domestic implementation
35 For technical scenarios of the ICSD bail-in implementation, see also the SRB document “Reflecting bail-in in the books of the International Central Securities Depositories (ICSDs)” under: https://www.srb.europa.eu/en/content/srb-issues-new-guidance-bail-international-debt-securities. 36 Banks usually issue mainly the international bearer bonds (XS bonds) via the two International Central Securities Depositories. Therefore, no technical scenarios for the cancellation and conversion of shares (technical scenarios 1 and 2 of the domestic bail-in implementation) exist in the “ICSD Add-On”.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 108 of 273 Note 1: It should be noted that in the ICSD context, in contrast to the domestic bail-in implementation, a full reduction of bearer bonds by means of the pool factor is not possible. If a bearer bond has to be reduced in full, its nominal value is set to zero in the systems of the ICSDs and, if necessary, a cancellation or complete derecognition from the system takes place at a later point in time. For this reason, scenarios A and C do not differentiate between reduction with or without a pool factor. Note 2: In the systems of the ICSDs, no differentiation is made between percentage and unit quotation. All international bearer bonds are maintained with their outstanding principal amounts and pool factors. Below are the technical scenarios for percentage-quoted structured bearer bonds. Technical scenarios for the bail-in implementation by the ICSDs No. Technical scenario Summary of technical process A Vollständige NW-Reduzierung (XS bonds) OHNE Umwandlung in neue Aktien Full write-down: full reduction of nominal (XS bonds) WITHOUT conversion Full reduction of the nominal value of the international bearer bonds (XS bonds) without conversion into new shares Full reduction (write-down) of the nominal values of the affected international bearer bonds. The write-down percentage for scenario A is always 100%. The reduction of the international bearer bonds in the systems of the ICSDs and the reflection of the reduction in the accounts of the participants takes place on the technical record date. The ICSDs set the outstanding principal amount of the affected international bearer bonds in their system to zero. A complete derecognition of the international bearer bonds from the system takes place at a later point in time.37 Please note: Scenario A is the counterpart to the technical scenario 4 of the domestic bail-in implementation (see also Chapter V.2.12).
37 The complete derecognition of the international bearer bonds from the systems of the ICSDs usually takes place 3 weeks after the full reduction.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 109 of 273 Technical scenarios for the bail-in implementation by the ICSDs No. Technical scenario Summary of technical process B Teilweise NW/Poolfaktor-Reduzierung (XS bonds) OHNE Umwandlung in neue Aktien Partial write-down: partial reduction of nominal or pool factor (XS bonds) WITHOUT conversion Partial reduction of the nominal value/the pool factor of the international bearer bonds (XS bonds) without conversion into new shares Partial reduction (write-down) of the nominal value/pool factor of the affected international bearer bonds according to the total reduction rate (equals the write-down percentage). The write-down percentage for scenario B is always less than 100%. The reduction of the international bearer bonds in the systems of the ICSDs and the reflection in the accounts of the participants take place on the technical record date. For scenario B, a distinction is made according to whether the reduction takes place with or without a pool factor: B without PF: Partial reduction of the outstanding principal amount in the systems of the ICSDs due to the write-down. B with PF: Partial reduction of the pool factor in the systems of the ICSDs due to the write-down. Please note: Scenario B is the counterpart to the technical scenario 6 of the domestic bail-in implementation.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 110 of 273 Technical scenarios for the bail-in implementation by the ICSDs No. Technical scenario Summary of technical process C Vollständige NW-Reduzierung (XS bonds) MIT Umwandlung in neue Aktien Full conversion: full reduction of nominal (XS bonds) AND delivery of new instruments Full reduction of the nominal value of the international bearer bonds (XS bonds) with conversion into new shares Full reduction (through write-down and conversion) of the nominal value of the affected bearer bonds taking into account the total reduction rate. The total reduction rate is the sum of the write-down percentage and the conversion percentage. The total reduction rate for scenario C is always 100%. The new shares are technically generated by the domestic central securities depository (CBF) and transmitted to the ICSDs (see task 12 – "ICSD Add-On"). The reduction of the international bearer bonds in the ICSDs' systems and the recording of the new shares in the participants' accounts take place simultaneously on settlement day (see process task VIII). It should be noted that the reduction can take place, on the one hand, through the full conversion of the international bearer bonds into new shares and, on the other hand, through the combination of write-down and conversion. Due to the full reduction, the ICSDs reduce the outstanding principal amount in their system to zero. In addition, a complete derecognition of the international bearer bonds from the system may take place at a later point in time.38 Please note: Scenario C is the counterpart to scenario 3 of the domestic bail-in implementation.
38 The complete derecognition of the international bearer bonds from the systems of the ICSDs usually takes place 3 weeks after the full reduction.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 111 of 273 Technical scenarios for the bail-in implementation by the ICSDs No. Technical scenario Summary of technical process D Teilweise NW/Poolfaktor-Reduzierung (XS bonds) MIT Umwandlung in neue Aktien Partial conversion: partial reduction of nominal or pool factor (XS bonds) AND delivery of new instruments Partial reduction of the nominal value/the pool factor of the international bearer bonds (XS bonds) with conversion into new shares Partial reduction (write-down and conversion) of the nominal value/ pool factor of the affected international bearer bonds taking into account the total reduction rate. The total reduction rate is the sum of the write-down percentage and the conversion percentage. The total reduction for scenario D is always less than 100%. The new shares are technically generated by the domestic central securities depository (CBF) and transmitted to the ICSDs (see task 12 – "ICSD Add-On"). The reduction of the international bearer bonds in the ICSDs' systems and the recording of the new shares in the participants' accounts take place simultaneously on settlement day (see process task VIII). For scenario D, a differentiation is made as to whether the reduction is made with or without a pool factor. In addition, it should be noted that the partial reduction can take place, on the one hand, through the partial conversion of the international bearer bonds into new shares and, on the other hand, through the combination of writedown and conversion: D without PF: Partial reduction of the outstanding principal amount in the systems of the ICSDs. D with PF: Partial reduction of the pool factor in the systems of the ICSDs. Please note: Scenario D is the counterpart to scenario 5 of the domestic bail-in implementation. Table 13: Technical scenarios for the ICSDs (international BBs)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 112 of 273 Task 12: “ICSD Add-On” – booking of bail-in in participants’ accounts Task owner Domestic Central Securities Depository (CBF) Source of information In addition to the sources of information listed in task 12 of the domestic bail-in implementation, this process task is based on the following information: Information received from the bank/agent on the total number of new shares resulting from the conversion of international bearer bonds and to be transmitted to the ICSDs (see task 10 – "ICSD Add-On"). Time of implementation T+5 Task implementation In addition to the activities listed in task 12 of the domestic bail-in implementation, the domestic central securities depository (CBF) books the new shares resulting from the conversion of the international bearer bonds in the accounts of the ICSDs. If the technical conversion ratio contains fractional amounts, the CSD only books the full shares into the accounts of the ICSDs. The fractional amounts will be rounded down (see background information on the handling of fractional amounts in Chapter V.2.13). Forwarded information In addition to Task 12 of the domestic bail-in implementation, the CBF submits the following information: Informing the ICSDs of the recording of the new shares resulting from the conversion of international bearer bonds in their accounts (via the CSD’s systems); Informing the bank/agent of the recording of the new shares in the accounts of the ICSDs by e-mail; Informing the resolution authority of the recording of the new shares in the accounts of the ICSDs by e-mail. Task table 31: Booking of bail-in in participants’ accounts by CBF – “ICSD Add-On”
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 113 of 273 Task VIII: Reflection of the write-down and conversion in participants’ accounts Task owner ICSDs Source of information Mark-down instructions received from the Common Depositories/Common Service Providers (process task VI); new shares received from the domestic central securities depository (CBF) resulting from the conversion of international bearer bonds (task 12 – "ICSD Add-On"). Time of implementation T + 5 (settlement date) Task implementation Based on the mark-down instructions received from the Common Depositories/Common Service Providers, the ICSDs implement the reduction as a result of the write-down in combination with conversion or the conversion alone of international bearer bonds in their systems. At the same time, ICSDs record the new shares received from the domestic central securities depository (CBF) in the accounts of their participants. Forwarded information Information to the domestic central securities depository (CBF) of the receipt of new shares (via the ICSDs' systems); information to the bank/agent on request of the reduction of the instruments and about the booking of new shares in the accounts of the participants of the ICSDs by e-mail; information to the participants about the recording of new shares in their accounts via SWIFT and additional channels, where applicable. Task table 32: Reflection of write-down and conversion in participants’ accounts by ICSDs
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 114 of 273 Task 20: “ICSD Add-On” – Information on handling of suspended payments Task owner Bank/agent Source of information In addition to the sources of information listed in task 20 of the domestic bail-in implementation, this process task is based on the following information: Positive list for suspension of payments (MS Excel list) submitted by the resolution authority with international bearer bonds or XS-ISINs affected by the bail-in (task 1 – “ICSD Add-On”); where applicable, the correcting notification submitted by the bank/agent to the resolution authority for the positive list of international bearer bonds affected by the bail-in for suspension of payments (task 5 – “ICSD Add-On”); information of the suspended payments submitted by the ICSDs upon request, if necessary (Process task III). Time of implementation T+5 Task implementation In addition to the activities listed in task 20 of the domestic bail-in implementation, the bank/its agent prepares, if relevant, a notification in the form of an e-mail to the ICSDs and the CDs/CSPs with detailed information on how to deal with previously suspended payments. Forwarded information In addition to Task 20 of the domestic bail-in implementation, the bank/agent submits the following information: Forwarding of the information on the handling of previously suspended payments to the ICSDs and in copy to the CDs/CSPs by e-mail; information to the resolution authority of the forwarding of the notification on the handling of suspended payments to the ICSDs by e-mail. Task table 33: Information on handling of suspended payments – “ICSD Add-On”
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 115 of 273 Background information: Handling of suspended payments (interest and principal) – “ICSD AddOn” The bank will (after reflection of the bail-in in the systems and accounts of the market participants) inform the ICSDs by e-mail about the handling of previously suspended payments. When informing on the handling of suspended payments, the bank must note that for all international bearer bonds affected by the bail-in, the payments must be recalculated taking into account the write-down and conversion percentages published in the Resolution Order. For each instrument for which interest payments have been suspended as part of the bail-in, the following NNA (WM Datenservice) data fields must be included in the notification: ISIN (NNA-field: GD622), start date of the interest period (NNA-Field: ED024A), end date of the interest period (NNA-Field: ED025A), coupon as of (NNA-Field: ED031), payment date (NNA-Field: ED021), ex-coupon date (NNA-Field: ED007), record date (NNA-Field: ED020), total dividend/income (NNA-Field: ED008A), number of interest days (NNA-Field: ED300), dividend/income currency (NNA-Field: ED011), dividend/income % (NNA-Field: ED032). With regard to previously suspended principal payments, the following NNA data fields are to be provided. A distinction must be made between two cases: 3) in the case of partial redemptions (pool factor or nominal value changes): ISIN (NNA-field: GD622), maturity date (NNA-Field: VD009), payment date (NNA-Field: VD010), pool factor after redemption (NNA-Field: VD099), nominal value after redemption (NNA-Field: VD062), record date (NNA-Field: VD048). 4) for all other types of repayment (e.g., in the case of early termination or scheduled total repayment of the nominal value at maturity): ISIN (NNA-field: GD622), maturity date (NNA-Field: VD009), payment date (NNA-Field: VD010), redemption value (NNA-Field: VD013C). In addition to the information listed, the ICSDs are to be notified of the respective write-down and conversion percentages applied by the bank for recalculation of payments. The currency in which the payments are to be made must also be indicated.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 116 of 273 4. Sample templates for the documents from the bank for bail-in execution This chapter provides guidance on the documents to be submitted by the bank and/or its agent to different actors as part of the resolution measure. While sub-chapter 4.1 is dedicated to the domestic bail-in implementation, sub-chapter 4.2 addresses the ICSD bail-in implementation. The two sub-chapters are structured as follows: 4.1 Sample templates for the documents from the bank to the domestic actors 4.1.1 Instruction letter and supporting documents 4.1.1.1 Instruction letter 4.1.1.2 Annex I – Operational guidelines 4.1.1.3 Annex II.1 – Detailed list of instruments for instruments of ownership and unstructured bearer bonds 4.1.1.4 Annex II.2 – Detailed list of instruments for structured bearer bonds 4.1.2 Sample template for the “simplified listing application“ 4.2 Sample templates for the documents from the bank – “ICSD Add-On” 4.2.1 Instruction letter and supporting documents – “ICSD Add-On” 4.2.1.1 Instruction letter – “ICSD Add-On” 4.2.1.2 Annex I – Operational guidelines – “ICSD Add-On” 4.2.1.3 Annex II – Detailed list of instruments – “ICSD Add-On” The templates or samples for the documents will be provided to the institutions in common formats upon request as part of the resolution planning activities. Sample templates for the documents from the bank to domestic actors This sub-chapter contains sample templates for the instruction letter and the supporting documents of the bank to domestic actors (Annex I and II). With the instruction letter, the bank or, if applicable, its agent instructs the CSD to implement the bail-in as required in the Resolution Order. The instruction letter refers to its supporting documents, i.e. the operational guidelines (Annex I) and the detailed list of instruments (Annex II), which provide details on the bail-in as described in the Resolution Order. In addition, the instruction letter and the supporting documents are also provided to the NNA. Please note: Different technical scenarios (see Table 9 and Table 10) may apply as part of the resolution action. For each technical scenario, an Annex I and Annex II must be prepared. Regardless of the number of scenarios and thus the number of annexes, however, only one instruction letter is to be submitted by an institution. 4.1.1 Instruction letter and the supporting documents for bail-in execution 4.1.1.1 Instruction letter for bail-in execution A template for an instruction letter39 of the bank to the CBF and WM Datenservice is given below.
39 The power of representation to sign the instruction letter must be regulated by the bank in an appropriate manner.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 117 of 273 Instruction Letter for the Execution of the Resolution Order from the [Bank] / [Agent] to CBF and WM Datenservice To: Clearstream Banking AG Management Board Mergenthalerallee 61 65760 Eschborn By e-mail in advance: bail-in@clearstream.com By e-mail in advance: CAGermany@clearstream.com Copy to: WM Datenservice Düsseldorfer Strasse 16 60329 Frankfurt am Main By e-mail in advance: WM-BRRD-BAIL-IN@wmdaten.com Dear Sir/Madam, [we hereby ask you] [we contact you in our capacity as issuer’s agent of the Bank]40 to execute, the writedown and conversion pursuant to Article 21 of the SRMR in conjunction with section 89 of the SAG and of the bail-in pursuant to Article 27 of the SRMR in conjunction with section 90 of the SAG, provided under the Resolution Order [mandated by the Federal Financial Supervisory Authority (BaFin) on [date] and published on its website at: (“BaFin publication web address”)] 41 [implementing the Decision of the Single Resolution Board as of [date] concerning the adoption of the resolution scheme in respect of [institution under resolution], adopted by the Federal Financial Supervisory Authority (BaFin) on [date] and published on its website at: (“BaFin publication web address”)] 42 . The details regarding the execution of the write-down and conversion, including the list of the relevant instruments, are hereby attached to this letter as annexes. Your contact person[s] in charge of the execution of the write-down and conversion at [institution under resolution] [is/are] [Title, Mr/Ms XXX, Phone xxx, E-Mail xxx]. This letter contains the following Annexes: Annex 1 – Operational guidelines Annex 2 – Detailed list of instruments Kind regards, [Signature 1] [Signature 2]
40 Name of the institution under resolution if the instruction letter is drafted by the agent. 41 Text module – variant 1: This text module is to be used if the institution is under the direct responsibility of the national resolution authority (BaFin). 42 Text module – variant 2: This text module is to be used if the institution is under the direct responsibility of the Single Resolution Board (SRB).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 118 of 273 4.1.1.2 Annex I – Operational guidelines for bail-in execution The operational guidelines provide detailed technical information on the cancellation, write-down and/or conversion of instruments. They are prepared by the bank or, if applicable, its agent in consultation with the CSD and the NNA and attached as appendices to the instruction letter. The operational guidelines are additionally published on the website of the institution under resolution and/or, if applicable, its agent, and thereby inform market participants on the implementation of the bail-in and the implications on the affected instruments. A template for the operational guidelines with regard to the technical scenarios 1 to 6 and a guidance for the different fields are provided below. Please note: For each technical scenario, a separate document (operational guidelines) has to be prepared. Background information and explanatory notes on the individual fields to be filled in the operational guidelines can be found in Table 14.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 119 of 273 Operational Guidelines for the implementation of the Resolution Order published on DD.MM.YYYY (Scenarios 1 to 6) -- Name of the issuer-- -- Name of the security(ies) -- -- ISIN / see also Annex II --
Name -- Name of the bank/issuer ---- CBF Account Affected ISIN List of all ISIN Codes according to the detailed list of instruments Scenario applicable to the affected ISINCodes --please delete the non-relevant scenarios--
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 120 of 273 6. Unstructured bearer bonds (percentage- and unit-quoted): Partial nominal value/pool factor reduction of the unstructured bearer bonds with partial derecognition of old bonds WITHOUT conversion into new shares Structured bearer bonds (percentage- and unit-quoted): Partial reduction of structured bearer bonds WITHOUT conversion into new shares Technical booking and conversion ratios List of technical booking and conversion ratios according to a detailed list of instruments for bail-in execution. If the operational scenario comprises a large amount of ISINs, please refer to the detailed list of instruments (Annex II) Explanation where applicable, explanatory comments regarding the calculation of the technical booking and conversion ratios Pool factor (old) List of pool factors (old) according to detailed list of instruments (if applicable). If the operational scenario comprises a large amount of ISINs, please refer to the detailed list of instruments (Annex II) Pool factor (new) List of pool factors (new) according to detailed list of instruments (if applicable). If the operational scenario comprises a large amount of ISINs, please refer to the detailed list of instruments (Annex II) ISIN for new shares ISIN Code for new shares created by conversion (according to WM Datenservice) Effective date of suspension of trading DD.MM.YYYY (to be entered in consultation with the exchange(s)) Effective date of settlement blocking DD.MM.YYYY (according to CBF) Treatment of payments (interest and principal) General information on treatment of accrued interest and (partial) principal payments/redemptions Publication Website of issuer/bank and BaFin and any additional websites CBF Record Date according to CBF CBF Settlement Date according to CBF Treatment of open transactions according to CBF compensation rules; where applicable, settlement blocking should be taken into consideration Treatment of fractional amounts Information on treatment of fractional amounts. If the technical conversion ratio contains fractional shares (partial rights) and the Resolution Order does not provide for rounding down at the level of the individual instrument, it should be stated in this field that the CBF and the custodian banks have to round down fractional amounts (final amounts) per participant. xxx Placeholder for additional information from agent
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 121 of 273 The following table explains the information to be provided within operational guidelines: Information to be provided in the operational guidelines (see template above) Information Explanatory notes Name Name of the institution under resolution which is responsible for elaborating the instruction letter and supporting documents or, if applicable, its agent. CBF Account Account of the institution under resolution at CBF. Affected ISIN ISINs of instruments affected by the bail-in. Listing of all ISINs of the instruments for which the same technical scenario applies. If several instruments or ISINs are affected, reference to Annex II (detailed list of instruments) can be made. Scenarios applicable to the affected ISIN Codes The technical scenario to be applied for the ISINs listed in the field above has to be stated in this field. To be entered in consultation with CSD. It should be noted that the technical scenario designations are different for unstructured bearer bonds (unit and percentage-quoted) and percentage-quoted structured bearer bonds. A distinction between 3a/3b and 5a/5b must be made in technical scenarios 3 and 5. Technical booking and conversion ratios Information on the technical booking and conversion ratios for the technical scenario. If several instruments are affected, reference to Annex II can be made. Explanation Where applicable, explanations to the calculation of the technical booking ratio and conversion ratios, e.g. information on the components considered such as exchange rate, accrued interest, pool factors. If several instruments are affected, reference to Annex II (detailed list of instruments) can be made. Pool factor (old) Pool factor as of the request date. Pool factor (new) New pool factor, valid as of the effective date of resolution. ISIN for new shares ISIN (provided by NNA in task 4), which is used for the new shares. Field is required only for the technical scenarios 2, 3 and 5. Effective date of suspension of trading DD.MM.YYYY: where applicable, date of the suspension of trading (information provided in task 2). The field is to be completed in consultation with the exchange(s), i.e. if the instrument is listed on several exchanges, the date of suspension of trading on each exchange is to be entered in this field. Effective date of settlement blocking DD.MM.YYYY: where applicable, date of the blocking of settlement. To be entered in consultation with CSD (information provided in task 3).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 122 of 273 Information to be provided in the operational guidelines (see template above) Information Explanatory notes Treatment of payments (interest and principal) General information on the treatment of payments (interest and principal). If applicable, an indication on coupon and (partial) principal payments to be suspended during the technical bail-in implementation. If possible, indicate the date on which further information on the treatment of suspended payments will be communicated. In addition, indicate that the interest has been taken into account in the technical conversion ratio. Publication Websites on which information regarding the bail-in are available, i.e. website of BaFin, where the Resolution Order is published; and websites of the institution under resolution and/or its agent, if applicable, where the operational guidelines are published. CBF Record Date Date on which the bail-in is implemented technically in the systems of the CSD. To be entered in consultation with CSD. CBF Settlement Date Date on which the settlement of a business transaction (delivery and payment) occurs. To be entered in consultation with CSD. Treatment of open transactions See entry in the relevant field of the template for the operational guidelines given above (”according to CBF compensation rules; where applicable, settlement-blocking should be taken into consideration”). Treatment of fractional amounts See entry in the relevant field of the template for the operational guidelines given above. If a conversion of instruments into new shares is requested in the Resolution Order, the technical conversion ratio includes fractional amounts of shares, and the Resolution Order does not foresee a rounding down to full amounts, then the central securities depository and the custodian banks round down the fractional amounts (final amounts) per participant/client. See also background information on handling of fractional amounts in Chapter V.2.13. xxx Placeholder for additional information. Table 14: Explanatory notes, operational guidelines – domestic bail-in implementation
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 123 of 273 4.1.1.3 Annex II.1 – Detailed list of instruments for instruments of ownership, unstructured bearer bonds and money market instruments The detailed list of instruments contains specific information for each ISIN affected by the bail-in. The information is necessary for the NNA and the CSD to implement the bail-in technically. The detailed list of instruments is provided as MS Excel file. For each technical scenario (scenarios 1 to 6), a separate spreadsheet is to be used within the MS Excel file. A template for the detailed list of instruments is provided to the institutions as part of the resolution planning activities on request. Note that for structured bearer bonds, a separate detailed list of instruments must be provided for each technical scenario. This is explained in Chapter V.4.1.1.4. Conventions for instruments of ownership, unstructured bearer bonds and money market instruments:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 124 of 273 Note 3: It should be noted that the Resolution Order may provide for the number of new shares resulting from the conversion to be rounded down to a full amount (e.g. from 221,6 shares to 221 shares). The rounding off always takes place at the level of the individual liability, e.g. in the case of securities at the unit level. In this case, the CSD and the custodian banks do not have to round down the fractional amounts (final amounts) per participant (see background information in Chapter V.2.13). The bank must consider that the number of new shares rounded down to a full amount with 7 decimal places (e.g. 221,0000000) must be entered in the column "Denominator of the conversion ratio [...]" of the detailed list of instruments. If, as a result of rounding down, the number of shares is zero and the technical scenario is 3 (full reduction with conversion), the corresponding instruments are to be allocated to technical scenario 4 (full reduction without conversion). In the case of technical scenario 5 (partial reduction with conversion), the instruments are to be assigned to technical scenario 6 (partial reduction without conversion). See also Figure 12. Note 4: It should be taken into account that the effective conversion rate specified in the Resolution Order (see also background information in this chapter) can be zero for some ranks of the bail-in sequence. Regardless of the level of the conversion percentage, no new shares will be allocated to the instruments of the corresponding ranks in this case. If these instruments are reduced in full by conversion or conversion in combination with write-down (technical scenario 3), they are to be assigned to technical scenario 4 (full reduction without conversion). If the instruments are partially reduced by conversion or conversion in combination with write-down (technical scenario 5), these are to be assigned to technical scenario 6 (partial reduction without conversion).43 See also Figure 12. Figure 12: Treatment of special cases – mapping instruments to technical scenarios Note 5: The following tables do not contain examples for unit-quoted unstructured bearer bonds. The explanations on how to fill in the detailed list of instruments for unit-quoted unstructured bearer bonds can be found in Table 27. Note 6: For reasons of simplification, the information in the following tables deviates in part from the decimal place conventions stated above.
43 The resolution authority reserves the right to coordinate with the bank, in a resolution case, the technical treatment of further special cases not described herein.
Guidance Notice – External Bail-in Execution Page 125 von 273 Scenario 1: Cancellation of old shares WITHOUT delivery of new shares ISIN of the instruments affected by Bail-in (shares) CBF Record-Date Outstanding Number of Shares Total reduction of old Number of Shares in % (always 100%) Scenario ISIN 05.12.2020 5.000.000.000 100 1 Table 15: Excerpt detailed list of instruments for instruments of ownership – scenario 1
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 126 of 273 Information to be provided within the detailed list of instruments for technical scenario 1 Information Explanatory notes ISIN (Stammgattung Aktien) ISIN of the instruments affected by Bail-in (shares) ISIN of shares affected by the bail-in. CBF Stichtag der Maßnahme CBF Record Date Date on which the bail-in is implemented technically in the systems of the CSD. To be entered in consultation with CSD. Emissionsstückzahl Outstanding Number of Shares Outstanding number of old shares for the respective ISIN. WM data field GD779 [Outstanding number of shares]. Reduzierung in % Total reduction of old Number of Shares in % (always 100%) Percentage of old shares (per ISIN) which are to be cancelled according to Resolution Order. This field is always to be filled with 100% for technical scenario 1. Szenario Scenario Indicate technical scenario “1”. Table 16: Explanatory notes, detailed list of instruments for instruments of ownership – scenario 1
Guidance Notice – External Bail-in Execution Page 127 of 273 Scenario 2: Cancellation of old shares WITH delivery of new shares ISIN of the instruments affected by Bail-in (shares) CBF Record-Date CBF Settlement-Date Outstanding Number of Shares Total reduction of old Number of Shares in % (always 100%) Numerator of the exchange ratio (debit of old shares/credit of new shares) Denominator of the exchange ratio (debit of old shares/credit of new shares) ISIN for new shares Scenario ISIN 05.12.2020 06.12.2020 5.000.000.000 100 1 1,5 ISIN 2 Table 17: Excerpt detailed list of instruments for instruments of ownership – scenario 2
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 128 of 273 Information to be provided within the detailed list of instruments for technical scenario 2 Information Explanatory notes ISIN (Stammgattung Aktien) ISIN of the instruments affected by Bail-in (shares) ISIN of shares affected by the bail-in. CBF Stichtag der Maßnahme CBF Record Date Date on which the bail-in is implemented technically in the systems of the CSD. To be entered in consultation with CSD. CBF Erfüllungstag CBF Settlement Date Date on which the settlement of a business transaction (delivery and payment) occurs. This date may not be more than maximum one day after the CBF record date. To be entered in consultation with CSD. Emissionsstückzahl Outstanding Number of Shares Outstanding number of old shares for the respective ISIN. WM data field GD779 [Outstanding number of shares]. Reduzierung in % Total reduction of old Number of Shares in % (always 100%) Percentage of old shares (per ISIN) which are to be cancelled according to Resolution Order. This field is always to be filled with 100% for technical scenario 2. Technisches Umbuchungsverhältnis Zähler (Ausbuchung von Aktien) Numerator of the exchange ratio (debit of old shares/credit of new shares) If the Resolution Order envisages the cancellation of old shares and delivery of new shares, this field includes the numerator of the technical exchange ratio (1 old share : x,xxx new shares), i.e. 1 is the number of old shares to be converted into new shares. The numerator is always 1. Technisches Umbuchungsverhältnis Nenner (Einbuchung von Aktien) Denominator of the exchange ratio (debit of old shares/credit of new shares) If the Resolution Order envisages the cancellation of old shares and delivery of new shares, this field includes the denominator of the technical exchange ratio (1 old share : x,xxx new shares), i.e. the number of new shares for each old share has to be entered in this field. Aktien ISIN-NEU ISIN for new shares ISIN for new shares (as provided by NNA in task 4). Szenario Scenario Indicate technical scenario “2”. Table 18: Explanatory notes, detailed list of instruments for instruments of ownership – scenario 2
Guidance Notice – External Bail-in Execution Page 129 of 273 Scenario 3: Full reduction of nominal (percentage-quoted unstructured bonds) WITH delivery of new shares44 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomination (old) in % Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares Unit of quotation Scenario ISIN 06.12.2020 07.12.2020 400.000.000 0 1.000 n.a. EUR 100 0 n.a. 0 n.a. n.a. 100 1.000 738,000 ISIN percentagequoted 3a WO PF/EUR ISIN 06.12.2020 07.12.2020 400.000.000 0 1.000 n.a. DM 100 0 n.a. 0 n.a. n.a. 100 1.000 369,000 ISIN percentagequoted 3a WO PF/DM ISIN 06.12.2020 07.12.2020 320.000.000 0 1.000 0,8 EUR 100 n.a. 0 0 n.a. n.a. 100 1.000 594,000 ISIN percentagequoted 3a WT PF/EUR ISIN 06.12.2020 07.12.2020 320.000.000 0 1.000 0,8 DM 100 n.a. 0 0 n.a. n.a. 100 1.000 297,000 ISIN percentagequoted 3a WT PF/DM ISIN 06.12.2020 07.12.2020 400.000.000 0 1.000 n.a. EUR 100 0 n.a. 40 n.a. n.a. 60 1.000 442,800 ISIN percentagequoted 3b WO PF/EUR ISIN 06.12.2020 07.12.2020 400.000.000 0 1.000 n.a. DM 100 0 n.a. 40 n.a. n.a. 60 1.000 221,400 ISIN percentagequoted 3b WO PF/DM ISIN 06.12.2020 07.12.2020 200.000.000 0 1.000 0,5 EUR 100 n.a. 0 40 n.a. n.a. 60 1.000 226,800 ISIN percentagequoted 3b WT PF/EUR ISIN 06.12.2020 07.12.2020 200.000.000 0 1.000 0,5 DM 100 n.a. 0 40 n.a. n.a. 60 1.000 113,400 ISIN percentagequoted 3b WT PF/DM WO: Without; WT: With; PF: Pool Factor; DM: Deutsche Mark (foreign currency). Example: “3a WO PF/ EUR” stands for - Scenario 3a WITHOUT Pool Factor and EUR as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 19: Excerpt detailed list of instruments (percentage-quoted unstructured BBs) – scenario 3
44 In all examples of scenario 3, an effective conversion rate of 0,72, accrued interest of EUR 25 or DM 25 and the exchange rate of 0,5 EUR/DM were assumed. For reasons of simplification, it was also assumed that the accrued interest has already been adjusted by the pool factor.
Guidance Notice – External Bail-in Execution Page 130 of 273 Scenario 3: Full reduction of nominal (unit-quoted unstructured bonds) WITH delivery of new shares45 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomination (old) in % Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares Unit of quotation Scenario ISIN 06.12.2020 07.12.2020 400.000 0 1.000 n.a. EUR 100 0 n.a. 0 n.a. n.a. 100 1 738,000 ISIN unit-quoted 3a WO PF/EUR ISIN 06.12.2020 07.12.2020 400.000 0 1.000 n.a. DM 100 0 n.a. 0 n.a. n.a. 100 1 369,000 ISIN unit-quoted 3a WO PF/DM ISIN 06.12.2020 07.12.2020 400.000 0 1.000 0,8 EUR 100 n.a. 0 0 n.a. n.a. 100 1 594,000 ISIN unit-quoted 3a WT PF/EUR ISIN 06.12.2020 07.12.2020 400.000 0 1.000 0,8 DM 100 n.a. 0 0 n.a. n.a. 100 1 297,000 ISIN unit-quoted 3a WT PF/DM ISIN 06.12.2020 07.12.2020 400.000 0 1.000 n.a. EUR 100 0 n.a. 40 n.a. n.a. 60 1 442,800 ISIN unit-quoted 3b WO PF/EUR ISIN 06.12.2020 07.12.2020 400.000 0 1.000 n.a. DM 100 0 n.a. 40 n.a. n.a. 60 1 221,400 ISIN unit-quoted 3b WO PF/DM ISIN 06.12.2020 07.12.2020 400.000 0 1.000 0,5 EUR 100 n.a. 0 40 n.a. n.a. 60 1 226,800 ISIN unit-quoted 3b WT PF/EUR ISIN 06.12.2020 07.12.2020 400.000 0 1.000 0,5 DM 100 n.a. 0 40 n.a. n.a. 60 1 113,400 ISIN unit-quoted 3b WT PF/DM WO: Without; WT: With; PF: Pool Factor; DM: Deutsche Mark (foreign currency). Example: “3a WO PF/ EUR” stands for - Scenario 3a WITHOUT Pool Factor and EUR as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 20: Excerpt detailed list of instruments (unit-quoted unstructured BBs) – scenario 3
45 In this scenario, the cases in foreign currency are not shown because no conversion into new shares takes place. The foreign currency or exchange rate is taken into account when determining the number of new shares. In all scenario 3 examples, an effective conversion rate of 0,72, accrued interest of EUR 25 or DM 25 and an exchange rate of EUR/DM 0,5 was assumed. For reasons of simplification, it was also assumed that accrued interest was already adjusted for the pool factor.
Guidance Notice – External Bail-in Execution Page 131 of 273 Scenario 4: Full reduction of nominal (percentage-quoted unstructured bonds) WITHOUT delivery of new shares46 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomination (old) in % Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares Unit of quotation Scenario ISIN 06.12.2020 07.12.2020 300.000.000 n.a. 1.000 n.a. EUR 100 0 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. percentagequoted 4 WO PF/EUR ISIN 06.12.2020 07.12.2020 240.000.000 n.a. 1.000 0,8 EUR 100 n.a. 0 n.a. n.a. n.a. n.a. n.a. n.a. n.a. percentagequoted 4 WT PF/EUR WO: Without; WT: With; PF: Pool Factor. Example: The abbreviation “4 WT PF/EUR” in the column “Scenario” stands for – Scenario 4 WITH Pool Factor and EUR as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 21: Excerpt detailed list of instruments (percentage-quoted unstructured BBs) – scenario 4
46 In this scenario, the case in foreign currency is not shown because there is no conversion into new shares. The foreign currency or exchange rate is taken into account when determining the number of new shares.
Guidance Notice – External Bail-in Execution Page 132 of 273 Scenario 4: Full reduction of nominal (unit-quoted unstructured bonds) WITHOUT delivery of new shares47 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomination (old) in % Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares Unit of quotation Scenario ISIN 06.12.2020 07.12.2020 300.000 n.a. 1.000 n.a. EUR 100 0 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. unitquoted 4 WO PF/EUR ISIN 06.12.2020 07.12.2020 300.000 n.a. 1.000 0,8 EUR 100 n.a. 0 n.a. n.a. n.a. n.a. n.a. n.a. n.a. unitquoted 4 WT PF/EUR WO: Without; WT: With; PF: Pool Factor. Example: The abbreviation “4 WT PF/EUR” in the column “Scenario” stands for – Scenario 4 WITH Pool Factor and EUR as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 22: Excerpt detailed list of instruments (unit-quoted unstructured BBs) – scenario 4
47 In this scenario, the case in foreign currency is not shown because there is no conversion into new shares. The foreign currency or exchange rate is taken into account when determining the number of new shares.
Guidance Notice – External Bail-in Execution Page 133 of 273 Scenario 5: Partial reduction of nominal (percentage-quoted unstructured bonds) WITH delivery of new shares48 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomination (old) in % Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the Booking ratio based on total reduction (Denomination (old)/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares Unit of quotation Scenario ISIN 06.12.2020 07.12.2020 300.000.000 210.000.000 1.000 n.a. EUR 30 700 n.a. 0 1.000 700 30 1.000 221,400 ISIN percentagequoted 5a WO PF/EUR ISIN 06.12.2020 07.12.2020 300.000.000 210.000.000 1.000 n.a. DM 30 700 n.a. 0 1.000 700 30 1.000 110,700 ISIN percentagequoted 5a WO PF/DM ISIN 06.12.2020 07.12.2020 240.000.000 168.000.000 1.000 0,8 EUR 30 n.a. 0,56 0 n.a. n.a. 30 1.000 178,200 ISIN percentagequoted 5a WT PF/EUR ISIN 06.12.2020 07.12.2020 240.000.000 168.000.000 1.000 0,8 DM 30 n.a. 0,56 0 n.a. n.a. 30 1.000 89,100 ISIN percentagequoted 5a WT PF/DM ISIN 06.12.2020 07.12.2020 300.000.000 90.000.000 1.000 n.a. EUR 70 300 n.a. 40 1.000 300 30 1.000 221,400 ISIN percentagequoted 5b WO PF/EUR ISIN 06.12.2020 07.12.2020 300.000.000 90.000.000 1.000 n.a. DM 70 300 n.a. 40 1.000 300 30 1.000 110,700 ISIN percentagequoted 5b WO PF/DM ISIN 06.12.2020 07.12.2020 150.000.000 45.000.000 1.000 0,5 EUR 70 n.a. 0,15 40 n.a. n.a. 30 1.000 113,400 ISIN percentagequoted 5b WT PF/EUR ISIN 06.12.2020 07.12.2020 150.000.000 45.000.000 1.000 0,5 DM 70 n.a. 0,15 40 n.a. n.a. 30 1.000 56,700 ISIN percentagequoted 5b WT PF/DM WO: Without; WT: With; PF: Pool Factor; DM: Deutsche Mark (foreign currency). Example: “5b WT PF/ DM” stands for – Scenario 5b WITH Pool Factor and DM as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 23: Excerpt detailed list of instruments (percentage-quoted unstructured BBs) – scenario 5
48 In all examples of scenario 3, an effective conversion rate of 0,72, accrued interest of EUR 25 or DM 25 and the exchange rate of 0,5 EUR/DM were assumed. For reasons of simplification, it was also assumed that the accrued interest has already been adjusted by the pool factor.
Guidance Notice – External Bail-in Execution Page 134 of 273 Scenario 5: Partial reduction of nominal (unstructured bonds quoted in units) WITH delivery of new shares49 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomina- tion (old) in % Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the Booking ratio based on total reduction (Denomination (old)/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares Unit of quotation Scenario ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 n.a. EUR 30 700 n.a. 0 1.000 700 30 1 221,400 ISIN unitquoted 5a WO PF/EUR ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 n.a. DM 30 700 n.a. 0 1.000 700 30 1 110,700 ISIN unitquoted 5a WO PF/DM ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 0,8 EUR 30 n.a. 0,56 0 n.a. n.a. 30 1 178,200 ISIN unitquoted 5a WT PF/EUR ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 0,8 DM 30 n.a. 0,56 0 n.a. n.a. 30 1 89,100 ISIN unitquoted 5a WT PF/DM ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 n.a. EUR 70 300 n.a. 40 1.000 300 30 1 221,400 ISIN unitquoted 5b WO PF/EUR ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 n.a. DM 70 300 n.a. 40 1.000 300 30 1 110,700 ISIN unitquoted 5b WO PF/DM ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 0,5 EUR 70 n.a. 0,15 40 n.a. n.a. 30 1 113,400 ISIN unitquoted 5b WT PF/EUR ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 0,5 DM 70 n.a. 0,15 40 n.a. n.a. 30 1 56,700 ISIN unitquoted 5b WT PF/DM WO: Without; WT: With; PF: Pool Factor; DM: Deutsche Mark (foreign currency). Example: “5b WT PF/ DM” stands for – Scenario 5b WITH Pool Factor and DM as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 24: Extract from detailed list of instruments (unit-quoted unstructured BBs) – scenario 5
49 In all examples of scenario 3, an effective conversion rate of 0,72, accrued interest of EUR 25 or DM 25 and the exchange rate of 0,5 EUR/DM were assumed. For reasons of simplification, it was also assumed that the accrued interest has already been adjusted by the pool factor.
Guidance Notice – External Bail-in Execution Page 135 of 273 Scenario 6: Partial reduction of nominal (percentage-quoted unstructured bonds) WITHOUT delivery of new shares50 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomination (old) in % Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the Booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares Unit of quotation Scenario ISIN 06.12.2020 07.12.2020 300.000.000 120.000.000 1.000 n.a. EUR 60 400 n.a. 60 1.000 400 n.a. n.a. n.a. n.a. percentagequoted 6 WO PF/ EUR ISIN 06.12.2020 07.12.2020 240.000.000 96.000.000 1.000 0,8 EUR 60 n.a. 0,32 60 n.a. n.a. n.a. n.a. n.a. n.a. percentagequoted 6 WT PF/ EUR WO: Without; WT: With; PF: Pool Factor. Example: “6 WO PF/EUR” stands for – Scenario 6 WITHOUT Pool Factor and EUR as an issuance currency of a bond. Examples with a Pool Factor are marked in blue. Table 25: Extract from detailed list of instruments (percentage-quoted unstructured BBs) – scenario 6
50 In this scenario, the case in foreign currency is not shown because there is no conversion into new shares. The foreign currency or exchange rate is taken into account when determining the number of new shares.
Guidance Notice – External Bail-in Execution Page 136 of 273 Scenario 6: Partial reduction of nominal (unstructured bonds quoted in units) WITHOUT delivery of new shares51 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomination (old) in % Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the Booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares Unit of quotation Scenario ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 n.a. EUR 60 400 n.a. 60 1.000 400 n.a. n.a. n.a. n.a. unitquoted 6 WO PF/EUR ISIN 06.12.2020 07.12.2020 300.000 300.000 1.000 0,8 EUR 60 n.a. 0,32 60 n.a. n.a. n.a. n.a. n.a. n.a. unitquoted 6 WT PF/EUR WO: Without; WT: With; PF: Pool Factor. Example: “6 WO PF/EUR” stands for – Scenario 6 WITHOUT Pool Factor and EUR as an issuance currency of a bond. Examples with a Pool Factor are marked in blue. Table 26: Extract from detailed list of instruments (unit-quoted unstructured BBs) – scenario 6
51 In this scenario, the case in foreign currency is not shown because there is no conversion into new shares. The foreign currency or exchange rate is taken into account when determining the number of new shares.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 137 of 273
52 In the case of the so-called “up-to” issues, the global certificate contains a maximum value (e.g. EUR 10 million) up to which the securities can be issued. The actual number of units issued and the associated outstanding aggregate principal amount may be lower (e.g. EUR 5 million). Information to be provided within the detailed list of instruments for unstructured bearer bonds (percentage- and unit-quoted) and money market instruments for technical scenarios 3 - 6 Information Explanatory notes ISIN (Stammgattung nicht strukturierte ISV) ISIN of the instruments affected by Bail-in ISIN of the instruments affected by the bail-in. Unique identifier known to the counterparty according to data point 1.4 of the MaBail-in or DE-IRT-Bail-in-Guidance [ISIN/specific ID]. CBF Stichtag der Maßnahme CBF Record Date Date on which the bail-in is implemented technically in the systems of the CSD. This date may not be more than 1 day before the CBF settlement date. To be entered in consultation with CSD. CBF Erfüllungstag CBF Settlement Date Date on which the settlement of a business transaction (delivery and payment) occurs. To be entered in consultation with CSD. Ausstehender Gesamtnennwert (alt) Outstanding Aggregate Principal Amount (old) For percentage-quoted bearer bonds and percentage-quoted money market instruments the total nominal value outstanding at the request date in original currency according to the global certificate for the respective ISIN must be provided. WM data field GD650A [Volume Outstanding]. Data point 2.9 [Nominal amount of the global note in original currency] according to MaBail-in or DE-IRT-Bail-in-Guidance. In the case of unit-quoted bearer bonds and money market instruments quoted in units the actual total number of units outstanding at the request date must be entered for the respective ISIN. WM data field GD650A [Volume Outstanding]. The sum of data point 2.4 [Number of securities outstanding (without securities held by the resolution entity)] and data point 2.5 [Number of securities outstanding held by the resolution entity] according to MaBail-in or DE-IRT-Bailin-Guidance. That is, the number of pieces outstanding with pieces held by the resolution entity. Note: In the case of the pool factor bonds, the outstanding aggregate principal amount already contains the pool factor. Example: The original issue volume52 according to the global note is EUR 400.000.000. The pool factor is 0,5. The outstanding aggregate principal amount is therefore EUR 200.000.000 = EUR 400.000.000 * 0,5 Ausstehender Gesamtnennwert (neu) Outstanding Aggregate Principal Amount (new) For percentage-quoted bearer bonds and money market instruments, the current aggregate principal amount outstanding in the original currency for the relevant ISIN after write-down and conversion must be entered.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 138 of 273 In the case of structured bearer bonds and money market instruments quoted in units, the total number of units outstanding for the relevant ISIN after write-down and conversion must be entered. WM data field GD650A [Volume Outstanding] is used for both percentagequoted bearer bonds and bearer bonds quoted in units. Note: In the case of pool factor instruments, the outstanding aggregate principal amount already includes the pool factor. Example: The original issue volume according to the global note is EUR 400.000.000. The pool factor is equal to 0,5. The outstanding aggregate principal amount is therefore EUR 200.000.000 = EUR 400.000.000 * 0,5. NW zum Stück (alt) Denomination (old) The outstanding principal amount per unit of the bond on the request date must be stated in the original currency in this field. For percentage-quoted bearer bonds and money market instruments, the amount corresponds to the value in WM Data field DG455A (Smallest Transferable Unit). Data point 2.3 [Outstanding principal amount per security in original currency] according to MaBail-in or DE-IRT-Bail-in-Guidance. In the case of bearer bonds quoted units and money market instruments quoted in units, the amount corresponds to the amount in WM Data field GD460A (Denomination). Note 1: In the case of pool factor bonds, the outstanding principal amount for the unit does not contain the pool factor. Note 2: In the case of zero-coupon bonds, it should be noted that premiums/discounts are not part of the nominal value. Poolfaktor (alt) Pool factor (old) Pool factor of the instrument on the request date. Data point 2.11 [Current pool factor (if applicable)] according to MaBail-in or DE-IRT-Bail-in-Guidance. Währung Currency of Denomination (old) (Original) currency in which the financial instrument was issued. Data point 1.8 [Currency in which the instrument or liability was issued] according to MaBail-in or DE-IRT-Bail-in-Guidance. Gesamtreduzierung des alten NW in % Total reduction of Denomination (old) in % If pursuant to the Resolution Order a part of the instrument is to be written down and another part is to be converted into new shares, this field includes the sum (total reduction rate) of the write-down percentage and the conversion percentage. Example: If the write-down percentage is 40 and the conversion percentage is 30, the total reduction rate is 70. If either the write-down or the conversion applies to one instrument as a sole measure, only the applicable write-down or conversion percentage has to be stated in this field. If, for instance, for one ISIN only the write-down is applicable and the write-down percentage is 60, then 60% has to be stated in this field as a total reduction rate.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 139 of 273 Note: For secured liabilities, the sum of the operational write-down percentage and the operational conversion percentage is to be entered in this column (see also background information in this chapter and Table 31). NW zum Stück (neu) Denomination (new) In this field, the new nominal value per unit of the instrument after reduction by write-down and conversion has to be stated. Example – percentage-quoted bearer bond: If the outstanding principal amount is EUR 1.000 [GD460A old] and the Resolution Order includes a writedown percentage of 40 and a conversion percentage of 30, the new nominal value is EUR 300 [GD460A new]. Example – unit-quoted bearer bond: If the outstanding principal amount is EUR 1.000 [GD460A old] and the write-down percentage is 40% and the conversion percentage is 30% provided for in the Resolution Order, the new nominal value is EUR 300 [GD460A new]. Please note: In the case of a pool factor instrument, "n.a." must be entered in this field and the reduction is represented by means of a pool factor. Poolfaktor (neu) Pool factor (new) New pool factor, valid as of the effective date of resolution. wertlose Ausbuchung des alten NW in % Worthless withdrawal of denomination (old) in % If the instrument is to be written down fully (or partially), the write-down percentage has to be stated in this field in accordance with the Resolution Order. Example – percentage-quoted bearer bonds and money market instruments: With an outstanding principal amount of EUR 1.000 [GD460A old] and a write-down percentage of 60%, EUR 600 of the old nominal value is derecognised without value. Example – unit-quoted bearer bond: In the case of an outstanding principal amount of EUR 1.000 [GD460A old] and a write-down percentage of 60%, the nominal value in the master data is reduced to EUR 400 [GD460A new]. Note: For secured liabilities, the operational write-down percentage is to be entered in this column (see also background information in this chapter and Table 31). technisches Buchungsverhältnis Zähler (Ausbuchung) bezogen auf Gesamtreduzierung Numerator of the technical booking ratio based on total reduction (Denomination (old))/(Denomination (new)) Numerator of the technical booking ratio. The technical booking ratio for percentage-quoted bearer bonds and money market instruments is the ratio of the nominal value per instrument in original currency before the write-down and conversion to the new nominal value in original currency after the write-down and conversion, i.e. Nominal value (old) in original currency : Nominal value (new) in original currency In the case of bearer bonds quoted in units, the central securities depository does not make any inventory changes in its system. The nominal value is only modified in the WM Datenservice master data. For this reason, enter “n.a.” in the technical booking ratio for bearer bonds quoted in units. Example – percentage-quoted bearer bond: Old nominal value before write-down and conversion in EUR: 1.000 Write-down percentage: 40
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 140 of 273 Conversion percentage: 30 New nominal value in EUR: 300 The technical booking ratio corresponds to: 1.000 : 300 The numerator to be entered in this field is 1.000. Example – unit-quoted bearer bond: Enter “n.a.” for the technical book ratio. Please note: In the case of a pool factor instrument, “n.a.” must be entered in the technical booking ratio because the nominal value does not change and the reduction is represented by means of a pool factor. technisches Buchungsverhältnis Nenner (Einbuchung) bezogen auf Gesamtreduzierung Denominator of the technical booking ratio based on total reduction (Denomination (old))/(Denomination (new)) Denominator of the technical booking ratio. The technical booking ratio for percentage-quoted bearer bonds is the ratio of the nominal value per instrument in original currency before the write-down and conversion to the new nominal value in original currency after the writedown and conversion, i.e. Nominal value (old) in original currency : Nominal Value (new) in original currency In the case of bearer bonds quoted in units, the central securities depository does not make any inventory changes in its system. The nominal value is only modified in the WM Datenservice master data. For this reason, enter “n.a.” in the technical booking ratio for structured bearer bonds quoted in units. Example – percentage-quoted bearer bond: Old nominal value before write-down and conversion in EUR: 1.000 Write-down percentage: 40 Conversion percentage: 30 New nominal value in EUR: 300 The technical booking ratio corresponds to: 1.000 : 300 The denominator to be entered in this field is 300. Example – unit-quoted bearer bond: Enter “n.a.” for the technical book ratio. Please note: In the case of a pool factor instrument, “n.a.” must be entered in the booking ratio because the nominal value does not change and the reduction is represented by means of a pool factor. Umwandlung des alten NW in Aktien in % Conversion percentage of Denomination (old) into new shares (in %) If instruments have to be converted into new shares according to the Resolution Order, the conversion percentage has to be stated in this field. Example: With an outstanding principal amount of EUR 1.000 and a conversion percentage of 30%, EUR 300 of the old nominal value is converted into shares. Note: For secured liabilities, the operational conversion percentage is to be entered in this column (see also background information in this chapter and Table 31). technisches Umwand- Numerator of the technical conversion ratio.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 141 of 273 Table 27: Explanatory notes, detailed list of instruments (unstructured BBs) – scenarios 3-6 lungsverhältnis Zähler (Ausbuchung des alten NW) Numerator of the technical conversion ratio based on smallest transferable unit (smallest transferable unit)/(amount of new shares) The numerator of the technical conversion ratio must be populated with the smallest transferable unit for both percentage-quoted structured bearer bonds and structured bearer bonds quoted in units. At WM Datenservice, the smallest transferable unit is listed in field GD455A. For percentage-quoted bearer bonds, the technical conversion ratio is expressed as: Nominal value (old) in original currency : Number of new shares (x.xxx in original currency : x,xxx new shares). For unit-quoted bearer bonds, the technical conversion ratio is composed as follows: 1 unit : Number of new shares (1 : x,xxx new shares). Example – percentage-quoted bearer bond: 1.000 : 18 1.000 has to be entered in this field as numerator. Example – unit-quoted bearer bond: 1 : 18 1 has to be entered in this field as numerator. technisches Umwandlungsverhältnis Nenner (Einbuchung von Aktien in Bezug auf kleinste übertragbare Einheit der Anleihe) Denominator of the technical conversion ratio based on smallest transferable unit (smallest transferable unit)/(amount of new shares) Denominator of the technical conversion ratio. Enter as the denominator of the technical conversion ratio the number of new shares per unit of the bearer bond resulting from the conversion. For percentage-quoted bearer bonds, the technical conversion ratio is expressed as: Nominal value (old) in original currency : Number of new shares (x.xxx in original currency : x,xxx new shares). For unit-quoted bearer bonds, the technical conversion ratio is composed as follows: 1 unit : Number of new shares (1 : x,xxx new shares). Example – percentage-quoted bearer bond: 1.000 : 18 18 has to be entered in this field as denominator. Example – unit-quoted bearer bond: 1 : 18 18 has to be entered in this field as denominator. Note 1: For the calculation of the number of new shares for zero-coupon bonds see Table 29. Note 2: For the calculation of the number of new shares for secured liabilities see Table 32. Aktien ISIN-NEU ISIN for new shares ISIN for new shares (as provided by NNA in task 4). Art der Börsennotiz Unit of quotation Type of stock exchange quotation for the security, e.g. “percentage-quoted“ or “quoted in units”. Szenario Scenario Enter technical scenario “3 to 6”.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 142 of 273 Background information: Technical conversion ratio (unstructured bearer bonds) For implementing a conversion into new shares, the CSD and the NNA need the technical conversion ratio, which is stated as “conversion ratio based on denomination (old)” in the detailed list of instruments. The technical conversion ratio is derived from the effective conversion rate given in the Resolution Order. Effective conversion rate (Resolution Order): The effective conversion rate is the factor at which an instrument is converted as part of the bailin. It indicates what proportion of the share capital a creditor receives for EUR 1 of the conversion amount attributable to him. A factor of e.g. one means that a creditor receives shares with an equivalent value of exactly one euro for one euro of the conversion amount attributable to him. The effective conversion rate is expressed as: 1 EUR liability : x,xx EUR share capital The effective conversion rate is determined for each rank of the bail-in sequence in accordance with the Resolution Order, i.e. for all instruments belonging to the same rank affected by the bail-in, the same effective conversion rate applies. Technical conversion ratio (instruction letter and supporting documents): The technical conversion ratio is the ratio of the smallest transferable unit of the structured bearer bond to the number of new shares resulting from the conversion. In the case of percentage-quoted bearer bonds, the smallest transferable unit is the outstanding nominal value per unit of the bearer bond. Accordingly, the technical conversion ratio is expressed as the ratio of the nominal value per share of an instrument (old nominal value before write-down and conversion) to the number of new shares resulting from the conversion per share of the instrument. Nominal value (old) in original currency : x,xxx new shares In the case of bearer bonds quoted in units, the smallest transferable unit is the denomination. Accordingly, the technical conversion ratio is as follows: 1 unit : x,xxx new shares This describes the number of new shares attributable to each instrument with the same ISIN. It should be noted that the number of new shares for percentage-quoted bearer bonds is calculated as the ratio to the nominal value (old) in the original currency. If the instrument was not issued in EUR (original currency not equal to EUR), the nominal value (old) in EUR is used to calculate the number of new shares (see example cases 3 and 4 in Appendix I). The technical conversion ratio is determined for each instrument (i.e. per ISIN). Accordingly, a rank of the bail-in sequence can have a variety of different technical conversion ratios. This results from the fact that a liability rank can contain different instruments with different nominal values.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 143 of 273 The following table illustrates the derivation of the technical conversion ratio for unstructured bearer bonds: 53 Derivation of the technical conversion ratio for unstructured bearer bonds based on the Resolution Order percentage-quoted unit-quoted Outstanding principal amount per unit in original currency: EUR 1.000,(…) EUR 1.000,(…) Smallest transferable unit in original currency EUR 1.000,(…) 1 unit Accrued interest per unit in original currency: EUR 25,(…) EUR 25,(…) Fees and charges per unit in original currency: n.a. n.a. Relevant amount per unit in EUR: 1.025,(…) 1.025,(…) Conversion percentage (as provided in the Resolution Order): 70,0000000% 70,0000000% Effective conversion rate (as provided in the Resolution Order): 0,720000000 0,720000000
53 The brackets „(…)“ after the decimal separator in the amounts mean that the respective amounts are to be applied in the calculations with the maximum possible number of decimal places. Background information: Example – percentage-quoted bearer bonds: Technical conversion ratio: EUR 1.000,00 : 538,125 new shares. A creditor affected by the conversion who holds a percentage-quoted bearer bond with a nominal value of EUR 1.000,00 will receive 538 new €1 shares (see background information on the treatment of fractional amounts in Chapter V.2.13). Example – bearer bonds quoted in units: Technical conversion ratio: 1 unit : 220,400 new shares. A creditor affected by the conversion who holds a bearer bond quoted in units will receive 220 new €1 shares (see background information on the treatment of fractional amounts in Chapter V.2.13).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 144 of 273 Derivation of the technical conversion ratio for unstructured bearer bonds based on the Resolution Order Issue amount per share in EUR (as provided in the Resolution Order): 1 1 𝑵𝒖𝒎𝒃𝒆𝒓 𝒐𝒇 𝒏𝒆𝒘 𝒔𝒉𝒂𝒓𝒆𝒔 𝒑𝒆𝒓 𝑰𝑺𝑽 = (𝐫𝐞𝐥𝐞𝐯𝐚𝐧𝐭 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐮𝐧𝐢𝐭 𝐢𝐧 𝐄𝐔𝐑 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐩𝐞𝐫𝐜𝐞𝐧𝐭𝐚𝐠𝐞 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐫𝐚𝐭𝐞) 𝐈𝐬𝐬𝐮𝐞 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐬𝐡𝐚𝐫𝐞 𝐢𝐧 𝐄𝐔𝐑 𝟓𝟏𝟔, 𝟔𝟎𝟎𝟎𝟎𝟎𝟎 = 𝐄𝐔𝐑 𝟏. 𝟎𝟐𝟓, (… ) ∗ 𝟕𝟎, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎% ∗ 𝟎, 𝟕𝟐𝟎𝟎𝟎𝟎𝟎𝟎𝟎 𝐄𝐔𝐑 𝟏 To be taken into account for foreign currency and pool factor instruments: 𝑹𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒑𝒆𝒓 𝒖𝒏𝒊𝒕 𝒊𝒏 𝑬𝑼𝑹 = 𝒓𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒊𝒏 𝒐𝒓𝒊𝒈𝒊𝒏𝒂𝒍 𝒄𝒖𝒓𝒓𝒆𝒏𝒄𝒚 ∗ 𝒆𝒙𝒄𝒉𝒂𝒏𝒈𝒆 𝒓𝒂𝒕𝒆54 ∗ 𝒘𝒉𝒆𝒓𝒆 𝒂𝒑𝒑𝒍𝒊𝒄𝒂𝒃𝒍𝒆 𝒑𝒐𝒐𝒍 𝒇𝒂𝒄𝒕𝒐𝒓 (𝒐𝒍𝒅) Technical conversion ratio: EUR 1.000 : 516,6000000 1 unit : 516,6000000 Table 28: Derivation of the technical conversion ratio for unstructured BBs The following table shows an example of the derivation of the technical conversion ratio for a special type of unstructured bearer bonds, the zero-coupon bonds: 55 Derivation of the technical conversion ratio for a special type of unstructured bearer bonds, the zerocoupon bonds, based on the Resolution Order percentage-quoted unit-quoted Outstanding principal amount per unit in original currency: 56 EUR 1.000,(…) EUR 1.000,(…) Smallest transferable unit in original currency EUR 1.000,(…) 1 unit Accrued interest per unit in original currency: n.a. n.a. Fees and charges per unit in original currency: n.a. n.a. Relevant amount per unit in EUR: 57 1.000,(…) 1.000,(…)
54 The exchange rate to be used is the one stated in the Resolution Order. As a rule, this is the exchange rate that was also used when the liability list was filled (e.g. according to MaBail-in). 55 The brackets „(…)“ after the decimal separator in the amounts mean that the respective amounts are to be applied in the calculations with the maximum possible number of decimal places. 56 Premiums/discounts are not part of the outstanding nominal value. 57 In the case of zero-coupon bonds, the relevant amount is equal to the outstanding nominal value (see also MaBail-in).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 145 of 273 Derivation of the technical conversion ratio for a special type of unstructured bearer bonds, the zerocoupon bonds, based on the Resolution Order Conversion percentage (as provided in the Resolution Order): 70,0000000% 70,0000000% Effective conversion rate (as provided in the Resolution Order): 0,720000000 0,720000000 Issue amount per share in EUR (as provided in the Resolution Order): 1 1 𝑵𝒖𝒎𝒃𝒆𝒓 𝒐𝒇 𝒏𝒆𝒘 𝒔𝒉𝒂𝒓𝒆𝒔 𝒑𝒆𝒓 𝑰𝑺𝑽 = (𝐫𝐞𝐥𝐞𝐯𝐚𝐧𝐭 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐮𝐧𝐢𝐭 𝐢𝐧 𝐄𝐔𝐑 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐩𝐞𝐫𝐜𝐞𝐧𝐭𝐚𝐠𝐞 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐫𝐚𝐭𝐞) 𝐈𝐬𝐬𝐮𝐞 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐬𝐡𝐚𝐫𝐞 𝐢𝐧 𝐄𝐔𝐑 𝟓𝟎𝟒, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎 = 𝐄𝐔𝐑 𝟏. 𝟎𝟎𝟎, (… ) ∗ 𝟕𝟎, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎% ∗ 𝟎, 𝟕𝟐𝟎𝟎𝟎𝟎𝟎𝟎𝟎 𝐄𝐔𝐑 𝟏 To be taken into account for foreign currency and pool factor instruments: 𝑹𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒑𝒆𝒓 𝒖𝒏𝒊𝒕 𝒊𝒏 𝑬𝑼𝑹 = 𝒓𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒊𝒏 𝒐𝒓𝒊𝒈𝒊𝒏𝒂𝒍 𝒄𝒖𝒓𝒓𝒆𝒏𝒄𝒚 ∗ 𝒆𝒙𝒄𝒉𝒂𝒏𝒈𝒆 𝒓𝒂𝒕𝒆58 ∗ 𝒘𝒉𝒆𝒓𝒆 𝒂𝒑𝒑𝒍𝒊𝒄𝒂𝒃𝒍𝒆 𝒑𝒐𝒐𝒍 𝒇𝒂𝒄𝒕𝒐𝒓 (𝒐𝒍𝒅) Technical conversion ratio: EUR 1.000,00 : 504,0000000 1 unit : 504,0000000 Table 29: Derivation of the technical conversion ratio for zero-coupon bonds
58 The exchange rate to be used is the one stated in the Resolution Order. As a rule, this is the exchange rate that was also used when the liability list was filled (e.g. according to MaBail-in).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 146 of 273 The following table shows an example of the calculation of the relevant amount and the derivation of the technical conversion ratio for money market instruments: 59 Derivation of the number of new shares for money market instruments60 based on the Resolution Order Outstanding nominal value of the money market instrument in original currency: EUR 100.000,(..) Smallest transferable unit in original currency EUR 100.000,(..) Accrued interest of the money market instrument in original currency: EUR 4.500,(...); 4,5% p.a. Existing fees of the money market instrument in original currency: n.a. Relevant amount of the money market instrument in EUR: EUR 104.500,(..) Conversion percentage (as provided in the Resolution Order): 70,0000000% Effective conversion rate (as provided in the Resolution Order): 0,720000000 Issue amount per share in EUR (as provided in the Resolution Order): 1
59 The brackets “(...)” after the decimal separator in the amounts mean that the respective amounts are to be applied in the calculations with the maximum possible number of decimal places. 60 Note: Money market instruments can be issued in tranches (e.g. commercial paper). The number of new shares resulting from conversion must be calculated individually for each tranche. The outstanding aggregate nominal value is therefore understood to be the outstanding nominal value per tranche of the money market instrument.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 147 of 273 𝑵𝒖𝒎𝒃𝒆𝒓 𝒐𝒇 𝒏𝒆𝒘 𝒔𝒉𝒂𝒓𝒆𝒔 𝒑𝒆𝒓 𝑺𝑺𝑫/𝑵𝑺𝑽 = (𝐫𝐞𝐥𝐞𝐯𝐚𝐧𝐭 𝐚𝐦𝐨𝐮𝐧𝐭 𝐢𝐧 𝐄𝐔𝐑 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐩𝐞𝐫𝐜𝐞𝐧𝐭𝐚𝐠𝐞 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐫𝐚𝐭𝐞) 𝐈𝐬𝐬𝐮𝐞 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐬𝐡𝐚𝐫𝐞 𝐢𝐧 𝐄𝐔𝐑 𝟓𝟐. 𝟔𝟔𝟖, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎 = 𝟏𝟎𝟒, 𝟓𝟎𝟎, (… )𝐄𝐔𝐑 ∗ 𝟕𝟎, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎% ∗ 𝟎, 𝟕𝟐𝟎𝟎𝟎𝟎𝟎𝟎𝟎 𝟏 𝐄𝐔𝐑 To be considered for money market instruments in foreign currency and, if applicable, with a pool factor: 𝑹𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒑𝒆𝒓 𝒖𝒏𝒊𝒕 𝒊𝒏 𝑬𝑼𝑹 = 𝒓𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒊𝒏 𝒐𝒓𝒊𝒈𝒊𝒏𝒂𝒍 𝒄𝒖𝒓𝒓𝒆𝒏𝒄𝒚 ∗ 𝒆𝒙𝒄𝒉𝒂𝒏𝒈𝒆 𝒓𝒂𝒕𝒆61 ∗ 𝒘𝒉𝒆𝒓𝒆 𝒂𝒑𝒑𝒍𝒊𝒄𝒂𝒃𝒍𝒆 𝒑𝒐𝒐𝒍 𝒇𝒂𝒄𝒕𝒐𝒓 (𝒐𝒍𝒅) Number of new shares for a money market instrument: EUR 100.000,00 : 52.668,0000000 new shares Table 30: Derivation of number of new shares for money market instruments
61 The exchange rate to be used is the one stated in the Resolution Order. As a rule, this is the exchange rate that was also used when the liability list was filled (e.g. according to MaBail-in).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 148 of 273 The following table shows an example of the derivation of the operational write-down and conversion percentages for secured liabilities: 62 Derivation of the operational write-down and conversion percentages for secured liabilities based on the Resolution Order Outstanding principal amount per unit in original currency: EUR 1.000,(…) Secured portion per unit in original currency: EUR 100,(…) Write-down percentage (as provided in the Resolution Order): 60,0000000% Operational write-down percentage (to be calculated by the bank): 54,0000000% = 60,0000000% * (EUR 900,(…) / EUR 1.000,(…))
62 The brackets „(…)“ after the decimal separator in the amounts mean that the respective amounts are to be applied in the calculations with the maximum possible number of decimal places. Background information: Special aspects of the write-down and conversion of secured liabilities (unstructured bearer bonds) The resolution authority can apply the bail-in tool under section 90 of the SAG to the portion of the secured liability that exceeds the value of the collateral (see Article 27(3) of the SRMR and section 91 (2) of the SAG). For these instruments, it must be noted that the value of the collateral must be deducted from the outstanding nominal value (see MaBail-in) when calculating the relevant amount for the bail-in. Due to the secured portion, the write-down and conversion percentages specified in the Resolution Order can only be applied to a portion of the outstanding nominal value in the technical reduction. This results in different write-down and conversion percentages from an operational and technical perspective. Examples of the calculation of the relevant amount, the number of new shares and the derivation of the operational write-down and conversion percentages for secured liabilities can be found in the tables below. Note: When reducing the accrued interest, the bank must refer to the write-down and conversion percentages in line with the Resolution Order (see also task 20 and background information in Chapter V.2.21).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 149 of 273 Operational conversion percentage (to be calculated by the bank): 36,0000000% = 40,0000000% * (EUR 900,(…) / EUR 1.000,(…))
63 The brackets „(…)“ after the decimal separator in the amounts mean that the respective amounts are to be applied in the calculations with the maximum possible number of decimal places.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 150 of 273 Calculation of the relevant amount and derivation of the technical conversion ratio for secured liabilities based on the Resolution Order 𝑵𝒖𝒎𝒃𝒆𝒓 𝒐𝒇 𝒏𝒆𝒘 𝒔𝒉𝒂𝒓𝒆𝒔 𝒑𝒆𝒓 𝑰𝑺𝑽 = (𝐫𝐞𝐥𝐞𝐯𝐚𝐧𝐭 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐮𝐧𝐢𝐭 𝐢𝐧 𝐄𝐔𝐑 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐩𝐞𝐫𝐜𝐞𝐧𝐭𝐚𝐠𝐞 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐫𝐚𝐭𝐞) 𝐈𝐬𝐬𝐮𝐞 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐬𝐡𝐚𝐫𝐞 𝐢𝐧 𝐄𝐔𝐑 𝟐𝟔𝟔, 𝟒𝟎𝟎𝟎𝟎𝟎𝟎 = 𝐄𝐔𝐑 𝟗𝟐𝟓, (… ) ∗ 𝟒𝟎, 𝟎𝟎𝟎𝟎𝟎𝟎𝟎% ∗ 𝟎, 𝟕𝟐𝟎𝟎𝟎𝟎𝟎𝟎𝟎 𝐄𝐔𝐑 𝟏 To be taken into account for foreign currency and pool factor instruments: 𝑹𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒑𝒆𝒓 𝒖𝒏𝒊𝒕 𝒊𝒏 𝑬𝑼𝑹 = 𝒓𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒊𝒏 𝒐𝒓𝒊𝒈𝒊𝒏𝒂𝒍 𝒄𝒖𝒓𝒓𝒆𝒏𝒄𝒚 ∗ 𝒆𝒙𝒄𝒉𝒂𝒏𝒈𝒆 𝒓𝒂𝒕𝒆64 ∗ 𝒘𝒉𝒆𝒓𝒆 𝒂𝒑𝒑𝒍𝒊𝒄𝒂𝒃𝒍𝒆 𝒑𝒐𝒐𝒍 𝒇𝒂𝒄𝒕𝒐𝒓 (𝒐𝒍𝒅) Technical conversion ratio: EUR 1.000,00 : 266,4000000 1 unit : 266,4000000 Table 32: Derivation of the technical conversion ratio for secured liabilities
64 The exchange rate to be used is the one stated in the Resolution Order. As a rule, this is the exchange rate that was also used when the liability list was filled (e.g. according to MaBail-in).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 151 of 273 Background information: Example: Technical conversion ratio (unstructured bearer bonds) and rounding down Assume that a bearer bond issued by the institution is partly written down and partly converted into new shares (technical scenario 5). The outstanding principal amount of the instrument per unit is EUR 1.000. The accrued interest adds up to an amount of EUR 25. There is a reduction without pool factor (technical sub-scenario 5b without PF). According to the Resolution Order, the write-down and conversion percentages are 40,1234567% and 30,1234567%. Furthermore, an effective conversion rate of 0,72 is specified in the Resolution Order. The number of shares resulting from the conversion must be rounded down. The issue amount per share is EUR 1. The technical conversion ratio is determined as follows: percentage-quoted unit-quoted Numerator of the technical conversion ratio: EUR 1.000,00 1 unit (Smallest transferable unit) Write-down percentage: 40,1234567% 40,1234567% Conversion percentage: 30,1234567% 30,1234567% Effective conversion rate: 0,720000000 0,720000000 Amount per unit to be used for conversion: EUR 301,2345670() EUR 301,2345670() Accrued interest per unit to be used for conversion: EUR 7,5308641() EUR 7,5308641() Current charges per unit to be used for conversion: n.a. n.a. Denominator of the technical conversion ratio: 222,3111103() 222,3111103() Technical conversion ratio (rounded down): EUR 1.000,00: 222,0000000 1 unit : 222,0000000 Notwithstanding the rounding down of the number of new shares resulting from the conversion as provided for in the Resolution Order, the decimal place conventions set out in Chapter V.4.1.1.3 must be considered for all other information in the detailed list of instruments. The corresponding columns are filled in as follows: Column „Denomination (old)“: EUR 1.000,00 EUR 1.000,00 Column „Total reduction of Denomination (old) in %“: 70,2469134 70,2469134 Column „Denomination (new)“: 297,53 297,53 Column „Worthless withdrawal of Denomination (old) in %“: 40,1234567 40,1234567 Column „Numerator of the booking ratio […]“: EUR 1.000,00 EUR 1.000,00 Column „Denominator of the booking ratio […]“: 297,5308660 297,5308660 Column „Conversion percentage of Denomination (old) […]“: 30,1234567 30,1234567 Column „Numerator of the conversion ratio […]“: 1.000,00 1 Stück Column „Denominator of the conversion ratio […]“: 222,0000000 222,0000000 The amounts are calculated as follows: () Amount per unit to be used for conversion: EUR 301,2345670(…) = 1.000,(…) * 30,1234567% () Accrued interest per unit to be used for conversion: EUR 7,5308641(…) = 25,(…) * 30,1234567% () Denominator of the technical conversion ratio: 222,3111103 = (EUR 308,7654311(…) * 0,720000000) / EUR 1 Note: When calculating the number of new shares or the denominator of the technical conversion ratio, the outstanding nominal value per unit or Denomination (old) as well as the ccrued interest per unit must be applied with the maximum possible number of decimal places. This is shown in the calculation examples with the brackets “(…)” after the decimal separator.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 152 of 273 4.1.1.4 Annex II.2 – Detailed list of instruments for percentage-quoted structured bearer bonds For structured bearer bonds, a separate detailed list of instruments is used as described below. The detailed list of instruments for structured bearer bonds contains specific information for each XS ISIN affected by the bail-in, which is required by the NNA and the CSD for the bail-in implementation. The detailed list of instruments is provided as MS Excel file. For each technical scenario (scenarios 3 to 6), a separate spreadsheet is to be used within the MS Excel file. A template for the detailed list of instruments for structured bearer bonds is provided to the institutions as part of the resolution planning activities on request. Conventions for filling out detailed lists of instruments for structured bearer bonds:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 153 of 273 Note 2: It should be noted that the Resolution Order may provide for the number of new shares resulting from the conversion to be rounded down to a full amount (e.g. from 221,6 shares to 221 shares). The rounding off always takes place at the level of the individual liability, e.g. in the case of securities at the unit level. In this case, the central securities depository and the custodian banks do not have to round off the fractional amounts (fractional shares) per participant (see background information in Chapter V.2.13). The bank must consider that the number of new shares rounded down to a full amount with 7 decimal places (e.g. 221,0000000) must be entered in the column "Denominator of the conversion ratio [...]" of the detailed list of instruments. If, as a result of rounding down, the number of shares is zero and the technical scenario is 3 (full reduction with conversion), the corresponding instruments are to be allocated to technical scenario 4 (full reduction without conversion). In the case of technical scenario 5 (partial reduction with conversion), the instruments are allocated to technical scenario 6 (partial reduction without conversion). See also Figure 12 in Chapter V.4.1.1.3. Note 3: It should be taken into account that the effective conversion rate specified in the Resolution Order (see background information in Chapter V.4.1.1.3) can be zero for some ranks of the bail-in sequence. Regardless of the level of the conversion percentage, no new shares will be allotted to the instruments of the corresponding ranks in this case. If these instruments are reduced in full by conversion or conversion in combination with write-down (technical scenario 3), they are to be assigned to technical scenario 4 (full reduction without conversion). If the instruments are partially reduced by conversion or conversion in combination with write-down (technical scenario 5), these are to be assigned to technical scenario 6 (partial reduction without conversion).65 See also Figure 12 in Chapter V.4.1.1.3. Note 4: For reasons of simplification, the information in the following tables deviates in part from the decimal place conventions stated above. Note 5: Because relatively few structured debt instruments are issued with a pool factor, corresponding examples are not given in the tables below. The pool factor must be reduced to the same extent as the parameters shown, i.e. according to the write-down and conversion percentages
65 The resolution authority reserves the right to coordinate, in a resolution case, the technical treatment of further special cases not described herein with the bank.
Guidance Notice – External Bail-in Execution Page 154 of 273
Scenario 3: Full reduction of percentage-quoted structured bonds WITH delivery of new shares66 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 50.000.000 0 1.000 9,57 0 0 1.000 0 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 50.000.000 0 1.000 9,57 0 0 1.000 0 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 50.000.000 0 1.000 9,57 0 0 1.000 0 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 50.000.000 0 1.000 9,57 0 0 1.000 0 n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percent- age of the instrument (in %) Conversion percent- age of the instrument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/(amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/(amount of new shares) Fair Value Unit of quotation Currency Scenario [ ● ] n.a. n.a. n.a. n.a. ISIN 0 100 ISIN 1.000 648,000 900 percentagequoted EUR 3a WT NV … n.a. n.a. n.a. n.a. ISIN 0 100 ISIN 1.000 324,000 450 percentagequoted DM 3a WT NV … n.a. n.a. n.a. n.a. ISIN 40 60 ISIN 1.000 388,800 900 percentagequoted EUR 3b WT NV … n.a. n.a. n.a. n.a. ISIN 40 60 ISIN 1.000 194,400 450 percentagequoted DM 3b WT NV … Table 33: Extract from detailed list of instruments (percentage-quoted structured BBs) – scenario 3
66 An effective conversion rate of 0,72 is assumed for all scenario 3 examples.
Guidance Notice – External Bail-in Execution Page 155 of 273 Scenario 3: Full reduction of structured bonds quoted in units WITH delivery of new shares67 Table 34: Extract from detailed list of instruments (unit-quoted structured BBs) – scenario 3
67 An effective conversion rate of 0,72 is assumed for all scenario 3 examples. ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement- Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 10.000 0 1.000 6,97 0 0 1.000 0 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 200.000 0 1 1 0 0 n.a. n.a. n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 10.000 0 1.000 6,97 0 0 1.000 0 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 200.000 0 1 1 0 0 n.a. n.a. n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percentage of the instrument (in %) Conversion percentage of the instrument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest transferable unit (smallest transfera- ble unit)/(amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transfera- ble unit)/(amount of new shares) Fair Value Unit of quotation Currency Scenario [ ● ] n.a. n.a. n.a. n.a. ISIN 0 100 ISIN 1.000 648,000 900 unitquoted EUR 3a WT NV … 120 0 n.a. n.a. ISIN 0 100 ISIN 1 82,800 115 unitquoted EUR 3a WO NV … n.a. n.a. n.a. n.a. ISIN 40 60 ISIN 1.000 388,800 900 unitquoted EUR 3b WT NV … 120 0 n.a. n.a. ISIN 40 60 ISIN 1 49,680 115 unitquoted EUR 3b WO NV … WO: Without; WT: With; NV: Nominal Value; Example: “3a WO NV” stands for – Scenario 3a WITHOUT nominal value.
Guidance Notice – External Bail-in Execution Page 156 of 273 Scenario 4: Full reduction of percentage-quoted structured bonds WITHOUT delivery of new shares ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 400.000.000 n.a. 1.000 9,57 0 0 1.000 0 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 400.000.000 n.a. 1.000 9,57 0 0 1.000 0 n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percentage of the instrument (in %) Conversion percentage of the in- strument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Fair Value Unit of quotation Currency Scenario [ ● ] n.a. n.a. n.a. n.a. ISIN 100 n.a. ISIN n.a. n.a. 900 percentagequoted EUR 4 WT NV … n.a. n.a. n.a. n.a. ISIN 100 n.a. ISIN n.a. n.a. 450 percentagequoted DM 4 WT NV … Table 35: Extract from detailed list of instruments (percentage-quoted structured BBs) – scenario 4
Guidance Notice – External Bail-in Execution Page 157 of 273 Scenario 4: Full reduction of structured bonds quoted in units WITHOUT delivery of new shares ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 10.000 n.a. 1.000 6,97 0 0 1.000 0 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 200.000 n.a. 1 1 0 0 n.a. n.a. n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percentage of the instrument (in %) Conversion percentage of the instrument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Fair Value Unit of quotation Currency Scenario [ ● ] n.a. n.a. n.a. n.a. ISIN 100 n.a. ISIN n.a. n.a. 900 unit-quoted EUR 4 WT NV … 120 0 n.a. n.a. ISIN 100 n.a. ISIN n.a. n.a. 115 unit-quoted EUR 4 WO NV … WO: Without; WT: With; NV: Nominal Value; Example: “4 WO NV” stands for – Scenario 4 WITHOUT nominal value. Table 36: Extract from detailed list of instruments (unit-quoted structured BBs) – scenario 4
Guidance Notice – External Bail-in Execution Page 158 of 273 Scenario 5: Partial reduction of percentage-quoted structured bonds WITH delivery of new shares68 ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 50.000.000 35.000.000 1.000 9,57 700 6,69 1.000 700 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 50.000.000 35.000.000 1.000 9,57 700 6,69 1.000 700 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 50.000.000 15.000.000 1.000 9,57 300 2,87 1.000 300 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 50.000.000 15.000.000 1.000 9,57 300 2,87 1.000 300 n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percentage of the instrument (in %) Conversion percentage of the instrument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest trans- ferable unit(smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest trans- ferable unit (smallest transferable unit)/ (amount of new shares) Fair Value Unit of quotation Currency Scenario [ ● ] n.a. n.a. n.a. n.a. ISIN 0 30 ISIN 1.000 194,400 900 percentagequoted EUR 5a WT NV … n.a. n.a. n.a. n.a. ISIN 0 30 ISIN 1 97,200 450 percentagequoted DM 5a WO NV … n.a. n.a. n.a. n.a. ISIN 30 40 ISIN 1.000 259,200 900 percentagequoted EUR 5b WT NV … n.a. n.a. n.a. n.a. ISIN 30 40 ISIN 1 129,600 450 percentagequoted DM 5b WO NV … Table 37: Extract from detailed list of instruments (percentage-quoted structured BBs) – scenario 5
68 An effective conversion rate of 0,72 is assumed for all scenario 5 examples.
Guidance Notice – External Bail-in Execution Page 159 of 273 Scenario 5: Partial reduction of structured bonds quoted in units WITH delivery of new shares69 ISIN of the instru- ments affected by Bail-in CBF Record-Date CBF Settlement- Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 10.000 10.000 1.000 9,57 700 6,69 1.000 700 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 200.000 200.000 1 0,7 n.a. n.a. n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 10.000 10.000 1.000 9,57 300 2,87 1.000 300 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 200.000 200.000 1 0,3 n.a. n.a. n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percentage of the instrument (in %) Conversion percentage of the instrument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Fair Value Unit of quotation Currency Scenario [ ● ] n.a. n.a. n.a. n.a. ISIN 0 30 ISIN 1.000 194,400 900 unit-quoted EUR 5a WT NV … 120 84 n.a. n.a. ISIN 0 30 ISIN 1.000 24,840 115 unit-quoted EUR 5a WO NV … n.a. n.a. n.a. n.a. ISIN 30 40 ISIN 1.000 259,200 900 unit-quoted EUR 5b WT NV … 120 84 n.a. n.a. ISIN 30 40 ISIN 1.000 33,120 115 unit-quoted EUR 5b WO NV … Table 38: Extract from detailed list of instruments (unit-quoted structured BBs) – scenario 5
69 An effective conversion rate of 0,72 is assumed for all scenario 5 examples.
Guidance Notice – External Bail-in Execution Page 160 of 273 Scenario 6: Partial reduction of percentage-quoted structured bonds WITHOUT delivery of new shares ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 400.000.000 160.000.000 1.000 3,82 600 1,52 1.000 400 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 400.000.000 160.000.000 1.000 3,82 600 1,52 1.000 400 n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percentage of the instrument (in %) Conversion percentage of the instrument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Fair Value Unit of quotation Currency Scenario [ ● ] n.a. n.a. n.a. n.a. ISIN 60 n.a. ISIN n.a. n.a. 900 percentagequoted EUR 6 WT NV … n.a. n.a. n.a. n.a. ISIN 60 n.a. ISIN n.a. n.a. 450 percentagequoted DM 6 WT NV … Table 39: Extract from detailed list of instruments (percentage-quoted structured BBs) – scenario 6
Guidance Notice – External Bail-in Execution Page 161 of 273 Scenario 6: Partial reduction of structured bonds quoted in units WITHOUT delivery of new shares ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 10.000 10.000 1.000 9,57 400 3,82 1.000 400 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 200.000 200.000 1 0,4 n.a. n.a. n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percentage of the instrument (in %) Conversion percentage of the instrument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Fair Value Unit of quotation Currency Scenario [ ● ] n.a. n.a. n.a. n.a. ISIN 60 n.a. ISIN n.a. n.a. 900 unit-quoted EUR 6 WT NV … 120 48 n.a. n.a. ISIN 60 n.a. ISIN n.a. n.a. 115 unit-quoted EUR 6 WO NV … WO: Without; WT: With; NV: Nominal Value; Example: “6 WO NV” stands for – Scenario 6 WITHOUT nominal value. Table 40: Extract from detailed list of instruments (unit-quoted structured BBs) – scenario 6
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 162 of 273 Information to be provided within the detailed list of instruments for percentage- and unit-quoted structured bearer bonds – technical scenarios 3-6 Information Explanatory notes ISIN (Stammgattung prozentnotierte strukturierte ISV) ISIN of the instruments affected by Bail-in ISIN of structured bearer bond affected by the bail-in. Data point 1.4 [Unique identifier known to the counterparty] according to MaBail-in or DE-IRT-Bail-in-Guidance. CBF Stichtag der Maßnahme CBF Record Date Date on which the bail-in is implemented technically in the systems of the CSD. To be entered in consultation with CSD. CBF Erfüllungstag CBF Settlement Date Date on which the settlement of a business transaction (delivery and payment) occurs. To be entered in consultation with CSD. Ausstehender Gesamtnennwert (alt) Outstanding Aggregate Principal Amount (old) Percentage-quoted structured bearer bonds: the current aggregate principal amount outstanding in the original currency for the relevant ISIN. WM data field GD650A [Volume outstanding]. Data point 2.9 [Nominal value of the global note in EUR] according to MaBail-in or DE-IRT-Bail-in-Guidance. Structured bearer bond quoted in units: Current total number of units actually outstanding for the relevant ISIN. WM data field GD650A [Volume outstanding]. The sum of data point 2.4 [Number of units outstanding without units held by the resolution entity)] and data point 2.5 [Number of units outstanding held by the resolution entity] according to MaBail-in or DE-IRTBail-in-Guidance. Ausstehender Gesamtnennwert (neu) Outstanding Aggregate Principal Amount (new) Percentage-quoted structured bearer bonds: the aggregate principal amount in the original currency for the relevant ISIN after write-down and conversion. Structured bearer bonds quoted in units: the total number of units for the relevant ISIN after write-down and conversion. WM data field GD650A [Volume outstanding] is used for both percentage-quoted structured bearer bonds and structured bearer bonds quoted in units. Zähler des Bezugsverhältnisses (alt) Numerator of the multiplier (old) Numerator of the multiplier before write-down and conversion WM data field UD010D (old) [Numerator for multiplier (German method)].
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 163 of 273 Information to be provided within the detailed list of instruments for percentage- and unit-quoted structured bearer bonds – technical scenarios 3-6 Information Explanatory notes Nenner des Bezugsverhältnisses (alt) Denominator of the multiplier (old) Denominator of the multiplier before write-down and conversion WM data field UD011D (old) [Denominator for multiplier (German method)]. Zähler des Bezugsverhältnisses (neu) Numerator of the multiplier (new) Numerator of the multiplier after write-down and conversion WM data field UD010D (new) [Numerator for multiplier (German method)]. Nenner des Bezugsverhältnisses (neu) Denominator of the multiplier (new) Denominator of the multiplier after write-down and conversion WM data field UD011D (new) [Denominator for multiplier (German method)]. NW zum Stück (alt) Denomination (old) The outstanding nominal value per unit of the instrument on the request date in original currency. In the case of percentage-quoted structured bearer bonds, the outstanding nominal value per unit is the amount in WM data field GD455A [Smallest transferable unit]. Data point 2.3 [Outstanding nominal value per unit in EUR] according to MaBail-in or DE-IRT-Bail-in-Guidance. For structured bearer bond quoted in units, the outstanding nominal value per unit, if available, is the amount in WM data field GD460A [Nominal value per unit]. Data point 2.3 [Outstanding nominal value per unit in EUR] according to MaBail-in or DE-IRT-Bail-in-Guidance. NW zum Stück (neu) Denomination (new) New denomination of the instrument in the original currency after writedown and conversion. Example: For an outstanding nominal value of EUR 1.000 and a write-down percentage of 40% and conversion percentage of 30% in accordance with the Resolution Order, the new nominal value is EUR 300. Poolfaktor (alt) Pool factor (old) The pool factor of the structured bearer bond on the request date. Data point 2.11 [Current pool factor (if applicable)] according to MaBailin or DE-IRT-Bail-in-Guidance. Poolfaktor (neu) Pool factor (new) New pool factor, valid as of the effective date of resolution.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 164 of 273 Information to be provided within the detailed list of instruments for percentage- and unit-quoted structured bearer bonds – technical scenarios 3-6 Information Explanatory notes Mindestbetrag (alt) Minimum amount (old) The minimum amount of the structured bearer bond before write-down and conversion. Mindestbetrag (neu) Minimum amount (new) The minimum amount of the structured bearer bond after write-down and conversion. Höchstbetrag (alt) Cap (old) The maximum amount (cap) of the structured bearer bond before writedown and conversion. Höchstbetrag (neu) Cap (new) The maximum amount (cap) of the structured bearer bond after writedown and conversion. Bonusbetrag (alt) Bonus amount (old) The bonus amount of the structured bearer bond before write-down and conversion. Bonusbetrag (neu) Bonus amount (new) The bonus amount of the structured bearer bond after write-down and conversion. ISIN des Basiswerts ISIN of the underlying ISIN of the underlying. Herabschreibungsprozentsatz (in %) Write-down percentage (in %) If the instrument is to be fully (or partially) written down, the write-down percentage has to be stated in this field in accordance with the Resolution Order. Example: The write-down percentage for the structured bearer bond is 30% according to the Resolution Order. 30 should be entered in this field. Umwandlungsprozentsatz (in %) Conversion percentage into new shares (in %) If the instrument is to be converted into new shares, the conversion percentage has to be stated in this field in accordance with the Resolution Order. Example: The conversion percentage for the structured bearer bond is 40% according to the Resolution Order. 40 should be entered in this field. Aktien ISIN-NEU ISIN for new shares ISIN for new shares (as provided by NNA in task 4).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 165 of 273 Information to be provided within the detailed list of instruments for percentage- and unit-quoted structured bearer bonds – technical scenarios 3-6 Information Explanatory notes technisches Umwandlungsverhältnis Zähler (Einbuchung von Aktien in Bezug Zähler auf die kleinste übertragbare Einheit des Instruments) Numerator of the conversion ratio based on the smallest transferable unit (smallest transferable unit/amount of new shares) Numerator of the technical conversion ratio expressed as: Smallest transferable unit in original currency : Number of new shares (x.xxx in original currency: x,xxx new shares). Example: 1.000 : 18 1.000 has to be entered in this field as numerator. technisches Umwandlungsverhältnis Nenner (Einbuchung on Aktien in Bezug auf kleinste übertragbare Einheit des Instruments) Denominator of the conversion ratio based on the smallest transferable unit (Smallest transferable unit/amount of new shares) Denominator of the technical conversion ratio expressed as: Smallest transferable unit in original currency : Number of new shares (x.xxx in original currency : x,xxx new shares). Example: 1.000 : 18 18 has to be entered in this field as denominator. Fair Value Current market value of the structured bearer bond in EUR. Data point 2.57 [Current market value/fair value per unit of the structured bearer bond (see Appendix II, item 2.51)] according to MaBail-in or DEIRT-Bail-in-Guidance. Art der Börsennotiz Unit of quotation Type of stock exchange quotation for the security, e.g. “percentagequoted“ or “unit-quoted”. Szenario Scenario Corresponding technical scenario 3–6 for structured bearer bonds. Währung Currency Original currency of the structured bearer bond Data point 1.8 [Currency in which the instrument or liability was issued] according to MaBail-in or DE-IRT-Bail-in-Guidance.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 166 of 273 Information to be provided within the detailed list of instruments for percentage- and unit-quoted structured bearer bonds – technical scenarios 3-6 Information Explanatory notes [●] The number of lines and columns can vary. Other features relevant to the reduction of the structured bearer bond at the discretion of the bank, such as strike price, barrier, redemption thresholds, participation factor, etc. If a structured bearer bond relates to several underlyings and there are therefore several reference parameters (e.g. multiplier 1, multiplier 2, etc.), one line must be filled in accordingly for each underlying in the detailed list of instruments. Table 41: Explanatory notes, detailed list of instruments (structured BBs) – scenarios 3-6
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 167 of 273 Background information: Example: Technical conversion ratio (structured bearer bonds) and rounding down In the case of structured bearer bonds, the number of new shares resulting from conversion is calculated on the basis of the fair value. Assume that a structured bearer bond issued by the institution is partly written down and partly converted into new shares (technical scenario 5). The structured bearer bond has a nominal value of EUR 1.000 before the effective date of resolution. The fair value was estimated at EUR 900. The write-down and conversion percentages according to the Resolution Order are 40,1234567% and 30,1234567%. An effective conversion rate of 0,72 is also specified in the Resolution Order. The number of shares resulting from the conversion has to be rounded down. The issue amount per share is EUR 1. The technical conversion ratio is determined as follows: percentage-quoted unit-quoted Numerator of the technical conversion ratio: EUR 1.000,00 1 unit (smallest transferable unit) Write-down percentage: 40,1234567% 40,1234567% Conversion percentage: 30,1234567% 30,1234567% Effective conversion rate: 0,720000000 0,720000000 Current market value/Fair value: EUR 900,00 EUR 900,00 Outstanding nominal value per unit to be used for conversion: EUR 271,1111103(...) = 900,(...) * 30,1234567% Denominator of the technical conversion ratio: 195,1999994 = (271,1111103(...) * 0,72) / EUR 1 Technical conversion ratio (rounded down): EUR 1.000,00 : 195,0000000 1 unit : 195,0000000 Irrespective of the rounding down of the number of new shares resulting from the conversion stipulated in the Resolution Order, the decimal place conventions listed in Chapter V.4.1.1.4 must be observed for all other information in the detailed list of instruments. Populate the corresponding columns as follows: Column “Total reduction of the instrument in %”: 70,2469134 70,2469134 Column “Write-down percentage of the instrument (in %)”: 40,1234567 40,1234567 Column “Conversion percentage of the instrument […]”: 30,1234567 30,1234567 Column “Fair Value”: 900,0000000 900,0000000 Column “Numerator of the conversion ratio […]”: 1.000,00 1 unit Column “Denominator of the conversion ratio […]”: 195,0000000 195,0000000 Note: When calculating the number of new shares or the denominator of the technical conversion ratio, the fair value must be entered with the maximum possible number of decimal places. This is shown in the sample calculations with the brackets "(...)" after the decimal separator.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 168 of 273 In the case of the structured bearer bonds, the technical conversion ratio is determined on the basis of the fair value. The following table illustrates the derivation of the technical conversion ratio for percentagequoted structured bearer bonds: 70 Derivation of the technical conversion ratio for percentage-quoted structured bearer bonds on the basis of the Resolution Order percentage-quoted unit-quoted Outstanding principal amount per unit in original currency: EUR 1.000,(…) EUR 1.000,(…) Smallest transferable unit: EUR 1.000,(…) 1 Stück Current market value/fair value71 per unit of the structured bearer bond in original currency EUR: EUR 900,(…) EUR 900,(…) Relevant amount72 per unit in original currency EUR: EUR 900,(…) EUR 900,(…) Conversion percentage (in Resolution Order): 30,1234567% 30,1234567% Effective conversion rate (in Resolution Order): 0,720000000 0,720000000 Issue amount per share in EUR (in Resolution Order): 1 1 𝑵𝒖𝒎𝒃𝒆𝒓 𝒐𝒇 𝒏𝒆𝒘 𝒔𝒉𝒂𝒓𝒆𝒔 𝒑𝒆𝒓 𝑰𝑺𝑽 = (𝐫𝐞𝐥𝐞𝐯𝐚𝐧𝐭 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐮𝐧𝐢𝐭 𝐢𝐧 𝐄𝐔𝐑 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐩𝐞𝐫𝐜𝐞𝐧𝐭𝐚𝐠𝐞 ∗ 𝐜𝐨𝐧𝐯𝐞𝐫𝐬𝐢𝐨𝐧 𝐫𝐚𝐭𝐞) 𝐈𝐬𝐬𝐮𝐞 𝐚𝐦𝐨𝐮𝐧𝐭 𝐩𝐞𝐫 𝐬𝐡𝐚𝐫𝐞 𝐢𝐧 𝐄𝐔𝐑 𝟏𝟗𝟓, 𝟏𝟗𝟗𝟗𝟗𝟗𝟒 = 𝐄𝐔𝐑 𝟗𝟎𝟎, (… ) ∗ 𝟑𝟎, 𝟏𝟐𝟑𝟒𝟓𝟔𝟕% ∗ 𝟎, 𝟕𝟐𝟎𝟎𝟎𝟎𝟎𝟎𝟎 𝐄𝐔𝐑 𝟏 To be considered for foreign currency and pool factor instruments: 𝑹𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒑𝒆𝒓 𝒖𝒏𝒊𝒕 𝒊𝒏 𝑬𝑼𝑹 = 𝑹𝒆𝒍𝒆𝒗𝒂𝒏𝒕 𝒂𝒎𝒐𝒖𝒏𝒕 𝒊𝒏 𝒐𝒓𝒊𝒈𝒊𝒏𝒂𝒍 𝒄𝒖𝒓𝒓𝒆𝒏𝒄𝒚 ∗ 𝑬𝒙𝒄𝒉𝒂𝒏𝒈𝒆 𝒓𝒂𝒕𝒆73 ∗ 𝑷𝒐𝒐𝒍 𝒇𝒂𝒄𝒕𝒐𝒓 (𝒐𝒍𝒅) 𝒊𝒇 𝒂𝒑𝒑𝒍𝒊𝒄𝒂𝒃𝒍𝒆 Technical conversion ratio: EUR 1.000,00 : 195,1999994 1 unit : 195,1999994 Table 42: Derivation of the technical conversion ratio for structured BBs
70 The brackets „(…)“ after the decimal separator in the amounts mean that the respective amounts are to be applied in the calculations with the maximum possible number of decimal places. 71 In accordance with data point 2.51 of MaBail-in. 72 For structured bearer bonds, the relevant amount to be entered is the current market value/fair value less any existing collateral in accordance with data point 2.44 of MaBail. For reasons of simplification, it was assumed in this example that there is no collateral for the structured bearer bond. 73 Use the exchange rate on which the Resolution Order is based. This is normally the exchange rate that was already used when filling in the list of liabilities (e.g. according to MaBail-in).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 169 of 273 4.1.2 Sample template for the “simplified listing application“ As explained in Chapter V.2.9 (task 8), in the case of a change of legal form, for securities of different classes (before and after resolution) as well as for securities of the same class that were not previously listed on the exchange, a “simplified listing application” must be filed by the bank/agent for the admission to the listing of new shares with the exchange(s). In addition to the "simplified listing application", further documents or evidence must be provided by the institution and/or its agent. These are the following documents (see also Chapter V.2.9):74 power of attorney (in case of representation); current articles of association after resolution (section 48 (2) sentence 2 no. 2 of the BörsZulV); annual financial statement of the preceding business year; disclosure certificate of the last three annual financial statements.75 Below is a template for the "simplified listing application", which includes all addresses of the exchanges. For the application, the relevant exchanges are to be selected in consultation with the resolution authority (see also Chapter V.2.9). The application must be adapted accordingly for each exchange. Note 1: Insofar as documents relevant to the examination are not yet available to the institution in the final version, they must be submitted as a draft for the time being. Note 2: If there are deviations from the "simplified listing application", the issuer must submit a separate justification to the exchange.
74 This does not affect the follow-up obligations of the launch of trading. These are to be fulfilled by the institution or the group company (see Section 106 (5) of the SAG). 75 The disclosure certificate serves as confirmation that the issuer has already existed as a company for at least three years.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 170 of 273 Simplified Application for Admission of Securities to Trading in the Regulated Market in the Context of a Resolution according to Regulation (EU) No. 806/2014 and the German Recovery and Resolution Act (SAG); dated from dd.mm.yyyy From: Address of the institution under resolution/agent Post office box xx xx Postal code, City In copy to: resolutiontools.ABF14@bafin.de To: Management Board of Frankfurt Stock Exchange c/o Deutsche Börse AG
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 171 of 273
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 172 of 273 3.1.1 Description of securities Previous share capital [Amount in EUR] New share capital [Amount in EUR] Units [Number of units of new shares] Common stock No-par-value share Bearer share Dividend payment as from [usually the date of the general meeting of shareholders] Notional par value [Amount in EUR] (expected) Commercial register registration [dd.mm.yyyy] ISIN [DE000XXXXXXX] 3.1.2 Application for admission to trading in the Regulated Market 4. Prospectus and documentation 4.1 Exemption from the obligation to publish a prospectus (section 32 (3) No. 2 BörsG) The publication of a prospectus is not required according to (EU) Regulation 2017/1129 Article 1(5) point (c). 5. A similar application for admission has previously or at the same time been filed with another stock exchange in Germany, in another member state of the European Union (EU) or of the European Economic Area (EEA) or will shortly be filed (section 48 (1) sentence 3 BörsZulV) No Yes, namely: [Name(s) of the exchange(s)] 6. Time schedule* *Please note: Subject to compulsory legal reasons the requested time schedule of the applicants is not binding for the admission procedure. Date and time the issuer has approved admission to trading [dd.mm.yyyy hh:mm] Date of admission (according to time schedule of BaFin) [dd.mm.yyyy] First date of trading [listing date] (according to time schedule of BaFin) [dd.mm.yyyy] 7. Confirmation according to Article 7(1) and (4) Delegated Regulation (EU) 2017/568 (RTS 17) supplementing the Directive 2014/65/EU (MiFID II)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 173 of 273 [Please delete that which does not apply] Frankfurt Stock Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. The issuer took notice from the overview published under http://www.deutsche-boerse-cash-market.com/dbcmde/primary-market/going-public/zugang-und-antragstellung or http://www.deutsche-boerse-cash-market.com/dbcm-de/primary-market/publikationen/antraege. Stuttgart Stock Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. Munich Stock Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. Berlin Stock Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. Dusseldorf Stock Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. Hamburg Stock Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. Hannover Stock Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. Tradegate Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. 8. Signatures (section 32 (2) sentence 1 BörsG, section 48 (1) sentence 1 BörsZulV) 8.1 Signature of the issuer or its proxy agent (Sec 1.1) (Please provide the signatures of all issuers respectively their proxy agents on a separate sheet in case that several issuers apply or of the admission of certificates representing shares) Place [Place] Date [dd.mm.yyyy] Name(s) [First name, surname] Signature(s) [Signatures(s)] Appendix – Overview of the filed documents/information* regarding the admission of shares *Please note: The Management Board is authorised to request further documentation. Documents, which are relevant for examination and currently not available in their final version, must be submitted as draft for the time being.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 174 of 273 Sample templates for the documents from the bank – “ICSD Add-On” This sub-section provides sample templates for the instruction letter and supporting documents (Annex I and II) from the bank to ICSDs and Common Depositories or Common Service Providers. With the instruction letter to the ICSDs, the bank or, if applicable, its agent instructs the ICSDs to implement the bail-in as required in the Resolution Order. The instruction letter refers to the supporting documents (Annex I and II), i.e. the operational guidelines and detailed list of instruments. In addition, copies of the instruction letter and the supporting documents are sent to the Common Depositories (CGN) and Common Service Providers (NGN) respectively. Please note: Different technical scenarios (see Table 13) may apply in the context of the technical implementation of the resolution measure by the ICSDs. For each technical scenario, an Annex I and Annex II must be prepared. Regardless of the number of scenarios and thus the number of annexes, however, only one instruction letter is to be submitted by an institution to the ICSDs. 4.2.1 Instruction letter and supporting documents – ”ICSD Add-On” 4.2.1.1 Instruction letter – “ICSD Add-On” Below is a template for an instruction letter76 from the Bank to the ICSDs and Common Depositories (CGN) or Common Service Providers (NGN).
76 The power of representation to sign the instruction letter must be regulated by the bank in an appropriate manner.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 175 of 273 Instruction Letter from the [Bank] / [Agent] to ICSDs To: Euroclear Bank SA/NV Attn. Corporate Actions 1 Boulevard du Roi Albert II 1210 Brussels, Belgium By e-mail in advance: CA.OMK@euroclear.com or ASO.OMK@euroclear.com Clearstream Banking S.A. Attn: Corporate Actions Luxembourg 42 JFK Avenue L-1855 Luxembourg By e-mail in advance: CA_mandatory.events@clearstream.com Copy to: By e-mail in advance: [Common Depositories or Common Service Providers]77 Dear Sir/Madam, [We hereby ask you] [we are contacting you in our capacity as issuer’s agent of the Bank]78 to execute, the write-down and conversion pursuant to Article 21 of the SRMR in conjunction with section 89 of the SAG and of the bail-in pursuant to Article 27 of the SRMR in conjunction with section 90 of the SAG, provided under the Resolution Order [mandated by the Federal Financial Supervisory Authority (BaFin) on [date] and published on its website at: (“BaFin publication web address”)] 79 [implementing the Decision of the Single Resolution Board as of [date] concerning the adoption of the resolution scheme in respect of [institution under resolution], adopted by the Federal Financial Supervisory Authority (BaFin) on [date] and published on its website at: (“BaFin publication web address”)] 80 . The details regarding the execution of the write-down and conversion, including the list of the relevant instruments, are hereby attached to this letter as annexes. Your contact person[s] in charge of the execution of the write-down and conversion at [institution under resolution] [is/are] [Title, Mr/Ms XXX, Phone xxx, E-Mail xxx]. This letter contains the following Annexes: Annex 1 – Operational guidelines Annex 2 – List of relevant instruments Kind regards, [Signature 1] [Signature 2]
77 The contact details of the Common Depositories or Common Service Providers should be known to the institution under resolution or its agent. 78 Name of the institution under resolution if the instruction letter is drafted by the agent. 79 Text module – variant 1: This text module is to be used if the institution is under the direct responsibility of the national resolution authority (BaFin). 80 Text module – variant 2: This text module is to be used if the institution is under the direct responsibility of the Single Resolution Board (SRB).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 176 of 273 4.2.1.2 Annex I – Operational guidelines – “ICSD Add-On” The operational guidelines of the ICSD Add-On contain technical information on the write-down and/or conversion of international bearer bonds. They are Annexes to the instruction letter. The operational guidelines are additionally published on the website of the institution under resolution and/or, if applicable, its agent, and inform market participants on the implementation of the bail-in and the implications on the affected instruments. A template for the operational guidelines to the ICSDs with regard to the technical scenarios A to D and a guidance for the different fields are provided below. Please note: For each technical scenario, a separated document (operational guidelines) has to be prepared. Background information and explanatory notes on the individual fields to be filled in the operational guidelines can be found in Table 43.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 177 of 273 Annex I: Operational guidelines for the execution of the national implementing act published on dd.mm.yyyy -- Name of the issuer -- -- Name of the security(ies) / see also Annex II -- -- ISIN / see also Annex II -- Name Name of the bank/issuer LEI LEI of the bank/issuer Affected ISIN List of all ISIN codes for the operational scenario according to the detailed list of instruments in Annex II Scenarios applicable to the affected ISINCodes --please delete the non-relevant scenarios-- A Full write-down: full reduction of nominal (XS bonds) WITHOUT conversion B Partial write-down: partial reduction of nominal or pool factor (XS bonds), WITHOUT conversion C Full conversion: full reduction of nominal (XS bonds) AND delivery of new instruments D Partial conversion: partial reduction of nominal or pool factor (XS bonds) AND delivery of new instruments Pool factor (old) (optional, as applicable) List of (pre-bail-in) pool factors according to detailed list of instruments (if applicable). If there is a large amount of ISINs, please see the detailed list of instruments (Annex II). Pool factor (new) (as applicable) List of (post bail-in) pool factors according to detailed list of instruments (if applicable). If there is a large amount of ISINs, please refer to the detailed list of instruments (Annex II). ISIN(s) for new security ISIN code for new security created by conversion (according to NNA)81 . Exchange ratio List of ratios according to a detailed list of instruments. If the operational scenario comprises a large amount of ISINs, please see the detailed list of instruments (Annex II). Explanation Explanatory comments regarding the calculation of the exchange ratio, including pool factor, potential complexities and any other relevant information. Effective date of suspension of trading DD.MM.YYYY In case of different dates, please specify for which securities these dates are applicable. Effective date of settlement blocking DD.MM.YYYY Please specify whether or not the temporary blocking applies only to new instructions.
81 The new shares will be generated by the national central securities depository (CBF). The assignment of the ISIN for the new shares takes also place on the national market by the NNA (WM Datenservice).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 178 of 273 Treatment of interests General information on the treatment of accrued interest and principal payments/redemptions. Publication Websites of issuer/bank, SRB and NRA and any additional websites. CBF Record Date according to CBF CBF Settlement Date according to CBF Treatment of open transactions Information on how transactions entered into the ICSD system, matched but not yet settled should be treated. Treatment of fractional entitlements Information on treatment of fractional amounts. If the technical conversion ratio contains fractional shares (partial rights) and the Resolution Order does not provide for rounding down at the level of the individual instrument, it should be stated in this field that the (I)CSDs and the custodian banks have to round down fractional amounts (final amounts) per participant. Key data for securities created by conversion Instrument category Shares Legal form Bearer shares Type of securitisation No-par value shares with according value per share of [●] Euro Nominal currency [Euro] Share capital [Share capital in Euro] Number of shares [Number of shares] Currency of the income [Euro] Minimum tradeable size The minimum quantity of securities that can be transferred is 1 share Selling/Transfer Restrictions on the ICSDs No selling/transfer restrictions on ICSDs Issuer CSD Clearstream Banking Frankfurt (CBF) xxx Placeholder for additional information from agent
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 179 of 273 The following table explains the information to be provided to the ICSDs within operational guidelines: Information to be provided in the operational guidelines to the ICSDs (see template above) Information Explanatory notes Name Name of the institution under resolution which is responsible for drafting the instruction letter and supporting documents or, if applicable, its agent. LEI Legal Entity Identifier of the institution under resolution. Affected ISIN ISINs of the international bearer bonds affected by the bail-in (XS-ISINs). List of all ISINs of the international bearer bonds for which the same technical scenario applies. If several instruments or XS-ISINs are affected, reference to Annex II (detailed list of instruments – “ICSD Add-On”) can be made. Scenarios applicable to the affected ISIN codes The technical scenario to be applied for the ISINs listed in the field above has to be stated in this field. Pool factor (old) (optional, as applicable) Pool factor as of the request date. Pool factor (new) (as applicable) New pool factor, valid as of the effective date of resolution. ISIN for new security ISIN (provided by NNA in task 4), which is used for the new shares. This field is required only for the technical ICSD scenarios C and D. Exchange ratio Information on the technical conversion ratios for the technical scenario. If several instruments are affected, reference to Annex II (detailed list of instruments – “ICSD Add-On”) can be made. Explanation Where applicable, explanations to the calculation of the technical conversion ratios, e.g. information on the components considered such as exchange rate, accrued interest, pool factors. If several instruments are affected, reference to Annex II (detailed list of instruments – “ICSD Add-On”) can be made. Effective date of suspension of trading DD.MM.YYYY: where applicable, date of the suspension of trading (information provided in task 2). The field is to be completed in consultation with the domestic exchange(s) and the Multilateral Trading Facility (MTF) operated by the exchanges and the Organised Trading Facilities (OTF), i.e. if the instrument is listed on several exchanges, the date of suspension of trading on each exchange is to be entered in this field. Effective date of settlement blocking DD.MM.YYYY: If applicable, the date on which the ICSDs should suspend settlement for affected international bearer bonds. If settlement blocking is to be carried out by the ICSDs, a positive list with the respective instruments must be sent to the ICSDs by the bank in addition to the instruction letter and the supporting documents (see process task 5 – "ICSD Add-On").
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 180 of 273 Information to be provided in the operational guidelines to the ICSDs (see template above) Information Explanatory notes Treatment of interests General information on the treatment of payments (interest and principal). If applicable, an indication on further handling of coupon and (partial) principal payments to be suspended during the technical bail-in implementation. If possible, indicate the date on which further information on the treatment of suspended payments will be communicated. In addition, indicate that the interest has been taken into account in the technical conversion ratio. Publication Websites on which information regarding the bail-in are available, i.e. website of BaFin, where the Resolution Order is published and website of the institution under resolution and/or, if applicable, of its agent, where the operational guidelines are published. CBF Record Date Date on which the bail-in is implemented technically in the systems of the ICSDs. The CBF record date is to be entered in this field. CBF Settlement Date Date on which the settlement of a business transaction at the ICSDs (delivery and payment) occurs. The CBF settlement date must be entered in this field. Treatment of open transactions Information on the treatment of open transactions, if applicable a settlement-blocking is to be observed. 82 Treatment of fractional entitlements See entry in the relevant field of the template for the operational guidelines given above – “ICSD Add-On”. If a conversion of instruments into new shares is requested in the Resolution Order, the technical conversion ratio includes fractional amounts of shares, and the Resolution Order does not foresee a rounding down to full amounts, then the central securities depository and the custodian banks round down the fractional amounts (final amounts) per participant/client. See also background information on handling of fractional amounts in Chapter V.2.13. Key data for securities created by conversion In the fields following this heading, enter features of the new shares resulting from the conversion of international bearer bonds. Instrument category Type of securities. "Shares" should be entered in this field (see pre-filling in the operational guidelines – "ICSD Add-On"). Legal form Class of securities. Enter "Bearer Shares" in this field (see pre-filling in the operational guidelines – "ICSD Add-On").
82 See also SRB document “Reflecting bail-in in the books of the International Central Securities Depositories (ICSDs)” under: https://www.srb.europa.eu/en/content/srb-issues-new-guidance-bail-international-debt-securities.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 181 of 273 Information to be provided in the operational guidelines to the ICSDs (see template above) Information Explanatory notes Type of securitisation Type of securitisation of the new shares. The following must be entered in this field: “No-par value shares with according value per share of [●]83 Euro”. Nominal currency Currency in which the new shares will be issued. Enter "Euro" in this field. Share capital Amount of the new share capital in euros. Number of shares Number of shares issued and fully paid-up. Currency of the income Currency of dividend payments. Enter "Euro" in this field. Minimum tradeable size Smallest unit admitted to trading. The following sentence is to be entered in this field: “The minimum quantity of securities that can be transferred is 1 share.” Selling/Transfer Restrictions on the ICSDs Sale/transfer restrictions. The following is to be entered in this field: “No selling/transfer restrictions on ICSDs.” Issuer CSD Central Securities Depository of new shares. Clearstream Banking Frankfurt (CBF)" is to be entered in this field. xxx Placeholder for additional information. Table 43: Explanatory notes, operational guidelines – “ICSD Add-On”
83 Issue amount per share in EUR.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 182 of 273 4.2.1.3 Annex II – Detailed list of instruments – “ICSD Add-On” The detailed list of instruments to the ICSDs contains specific information for each XS-ISIN affected by the bail-in, which is required by the ICSDs for the bail-in implementation. The detailed list of instruments is provided as MS Excel file. For each technical scenario, a separate spreadsheet is to be used within the MS Excel file. The institutions will receive a template for the detailed list of instruments as part of the resolution planning from the resolution authority. Conventions for filling out Annex II:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 183 of 273 If, as a result of rounding down, the number of shares is zero and the technical scenario is C (full reduction with conversion), the corresponding instruments are to be allocated to technical scenario A (full reduction without conversion). In the case of technical scenario D (partial reduction with conversion), the instruments are to be assigned to technical scenario B (partial reduction without conversion). See Table 12 in Chapter V.3.11 and Figure 12 in Chapter V.4.1.1.3. Note 3: It should be taken into account that the effective conversion rate specified in the Resolution Order (see background information in Chapter V.4.1.1.3) can be zero for some ranks of the bail-in sequence. Regardless of the level of the conversion percentage, no new shares will be allotted to the instruments of the corresponding ranks in this case. If these instruments are fully reduced by conversion or conversion in combination with write-down (technical scenario C), they are to be assigned to technical scenario A (full reduction without conversion). If the instruments are partially reduced by conversion or conversion in combination with write-down (technical scenario D), these are to be assigned to technical scenario B (partial reduction without conversion).84 See Table 12 in Chapter V.3.11 and Figure 12 in Chapter V.4.1.1.3. Note 4: For reasons of simplification, the information in the following tables deviates in part from the decimal place conventions stated above. Note 5: Only the columns marked in blue in the tables below are processed by the ICSDs. Nonetheless, the columns of the detailed list of instruments of the domestic bail-in implementation are to be calculated and included for information purposes (see Chapter V.4.1.1.3). Note 6: It should be noted that the column headings of the detailed list of instruments "ICSD Add-On" partly differ from the column headings of the detailed list of instruments of the domestic bail-in implementation. In addition, the presentation in terms of content may also differ. The differences are summarised in the following information box.
84 The resolution authority reserves the right to coordinate, in a resolution case, the technical treatment of further special cases not described herein with the bank.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 184 of 273 Background information: Differences between the detailed list of instruments of the domestic bail-in implementation and the "ICSD Add-On" Column headings and information:
Guidance Notice – External Bail-in Execution Page 185 of 273 Scenario A – Full write-down: full reduction of nominal (XS bonds) WITHOUT delivery of new shares85 ISIN of the instruments affected by Bail-in Record Date Settlement Date Outstanding Aggregate Principal Amount according to Global Certificate/Global Note (not mandatory) Denomination (old) Pool Factor in % (old) Currency of Denomination (old) Total reduction of nomi- nal value or pool factor in % Denomination (new) Pool Factor in % (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new) ) Denominator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new) ) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on Denomination (old) (Denomination (old))/ (amount of new shares) Exchange ratio (number of proceeds per nominal) Final ISIN for new instruments Scenario XSISIN 06.12.2020 08.12.2020 300.000.000 1.000 n.a. EUR 100 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. A Table 44: Excerpt detailed list of instruments “ICSD Add-On” – technical scenario A Scenario B – Partial write-down: partial reduction of nominal or pool factor (XS bonds) WITHOUT delivery of new shares86 ISIN of the instruments affected by Bail-in Record Date Settlement Date Outstanding Aggregate Principal Amount according to Global Certificate/Global Note (not mandatory) Denomination (old) Pool Factor in % (old) Currency of Denomination (old) Total reduction of nominal value or pool factor in % Denomination (new) Pool Factor in % (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new) ) Denominator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new) ) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on Denomination (old) (Denomination (old))/ (amount of new shares) Exchange ratio (number of proceeds per nominal) Final ISIN for new instruments Scenario XSISIN 06.12.2020 08.12.2020 300.000.000 1.000 100 EUR 60 400 100 60 1.000 400 n.a. n.a. n.a. n.a. B WO PF/EUR XSISIN 06.12.2020 08.12.2020 240.000.000 1.000 80 EUR 60 1.000 32 60 n.a. n.a. n.a. n.a. n.a. n.a. B WT PF/EUR WO: Without; WT: With; PF: Pool Factor. Example: “B WO PF/EUR” stands for – Scenario B WITHOUT Pool Factor and EUR as an issuance currency of an XS bond. Examples with a Pool Factor are marked in blue. Table 45: Excerpt detailed list of instruments “ICSD Add-On“ – technical scenario B
85 In the excerpt of the detailed list of instruments for scenario A, the foreign currency cases are not shown because no conversion into new shares takes place. The foreign currency or exchange rate is taken into account when determining the number of new shares. 86 In the excerpt of the detailed list of instruments for scenario B, the foreign currency cases are not shown because no conversion into new shares takes place. The foreign currency or exchange rate is taken into account when determining the number of new shares.
Guidance Notice – External Bail-in Execution Page 186 of 273 Scenario C87 – Full conversion: full reduction of nominal (XS bonds) WITH delivery of new shares88 ISIN of the instruments affected by Bail-in Record Date Settlement Date Outstanding Aggregate Principal Amount according to Global Certificate/Global Note (not mandatory) Denomination (old) Pool Factor in % (old) Currency of Denomination (old) Total reduction of nomi- nal value or pool factor in % Denomination (new) Pool Factor in % (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on Denomination (old) (Denomination (old))/ (amount of new shares) Exchange ratio (number of proceeds per nominal) Final ISIN for new instruments Scenario XSISIN 06.12.2020 08.12.2020 400.000.000 1.000 n.a. EUR 100 n.a. n.a. 0 n.a. n.a. 100 1.000 738,000 DE-ISIN C EUR (conversion) XSISIN 06.12.2020 08.12.2020 400.000.000 1.000 n.a. DM 100 n.a. n.a. 0 n.a. n.a. 100 1.000 369,000 DE-ISIN C DM (conversion) XSISIN 06.12.2020 08.12.2020 400.000.000 1.000 n.a. EUR 100 n.a. n.a. 40 n.a. n.a. 60 1.000 442,800 DE-ISIN C EUR (write-down and conversion) XSISIN 06.12.2020 08.12.2020 400.000.000 1.000 n.a. DM 100 n.a. n.a. 40 n.a. n.a. 60 1.000 221,400 DE-ISIN C DM (write-down and conversion) DM: Deutsche Mark (foreign currency). Example: “C EUR” stands for - Scenario C with EUR as an issuance currency of the bond. Table 46: Excerpt detailed list of instruments “ICSD Add-On“ – technical scenario C
87 Technical Scenario C of the "ICSD Add-On" is the counterpart to technical scenario 3 of the domestic bail-in implementation. In contrast to scenario 3, however, no additional differentiation is made between sub-scenarios a and b, although the reduction can also take place on the one hand through a write-down and on the other hand through a combination of write-down and conversion. 88 In all examples of scenario C, an effective conversion rate of 0,72, accrued interest of EUR 25 or DM 25 and an exchange rate of 0,5 EUR/DM were assumed..
Guidance Notice – External Bail-in Execution Page 187 of 273 Scenario D89 – Partial conversion: partial reduction of nominal or pool factor (XS bonds) WITH delivery of new shares90 ISIN of the instruments affected by Bail-in Record Date Settlement Date Outstanding Aggregate Principal Amount according to Global Certifi- cate/Global Note (not mandatory) Denomination (old) Pool Factor in % (old) Currency of Denomination (old) Total reduction of nom- inal value or pool factor in % Denomination (new) Pool Factor in % (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new) ) Denominator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new) ) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on Denomination (old) (Denomination (old))/ (amount of new shares) Exchange ratio (number of proceeds per nominal) Final ISIN for new instruments Scenario XSISIN 06.12.2020 08.12.2020 300.000.000 1.000 100 EUR 30 700 100 0 1.000 700 30 1.000 221,400 DEISIN D WO PF/EUR (conversion) XSISIN 06.12.2020 08.12.2020 300.000.000 1.000 100 DM 30 700 100 0 1.000 700 30 1.000 110,700 DEISIN D WO PF/DM (conversion) XSISIN 06.12.2020 08.12.2020 240.000.000 1.000 80 EUR 30 1.000 56 0 n.a. n.a. 30 1.000 178,200 DEISIN D WT PF/EUR (conversion) XSISIN 06.12.2020 08.12.2020 240.000.000 1.000 80 DM 30 1.000 56 0 n.a. n.a. 30 1.000 89,100 DEISIN D WT PF/DM (conversion) XSISIN 06.12.2020 08.12.2020 300.000.000 1.000 100 EUR 70 300 100 40 1.000 300 30 1.000 221,400 DEISIN D WO PF/EUR (write-down and conversion) XSISIN 06.12.2020 08.12.2020 300.000.000 1.000 100 DM 70 300 100 40 1.000 300 30 1.000 110,700 DEISIN D WO PF/DM (write-down and conversion) XSISIN 06.12.2020 08.12.2020 150.000.000 1.000 50 EUR 70 1.000 15 40 n.a. n.a. 30 1.000 113,400 DEISIN D WT PF/EUR (write-down and conversion) XSISIN 06.12.2020 08.12.2020 150.000.000 1.000 50 DM 70 1.000 15 40 n.a. n.a. 30 1.000 56,700 DEISIN D WT PF/DM (write-down and conversion) WO: Without; WT: With; PF: Pool Factor; DM: Deutsche Mark (Fremdwährung). Example: “D WO PF/ EUR” stands for - Scenario D WITHOUT Pool Factor and EUR as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 47: Excerpt detailed list of instruments “ICSD Add-On” – technical scenario D
89 Technical scenario D of the ICSD Add-On is the counterpart to technical scenario 5 of the domestic bail-in implementation. In contrast to scenario 5, however, no additional differentiation is made between sub-scenarios a and b, although the reduction can also take place on the one hand through a write-down and on the other hand through the combination of a write-down and conversion. 90 In all examples of scenario D, an effective conversion rate of 0,72 and accrued interest amounting to EUR 25 or DM 25 were assumed. For reasons of simplification, it was also assumed that the accrued interest has already been adjusted by the pool factor.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 188 of 273 Information to be provided within the detailed list of instruments “ICSD Add-On” for technical scenarios A-D Information Explanatory notes ISIN (Stammgattung internationale ISV) ISIN of the instruments affected by Bail-in ISIN of the international bearer bond affected by the bail-in (XS-ISIN). Unique identifier known to the counterparty according to data point 1.4 of the MaBail-in or DE-IRT-Bail-in-Guidance [ISIN/specific ID]. CBF Stichtag der Maßnahme Record Date Date on which the bail-in is implemented technically in the systems of the ICSDs. It should be noted that the CBF Record Date is to be entered in this field. It is the date that was agreed by the bank/agent with CBF as part of the domestic bail-in implementation. CBF Erfüllungstag Settlement Date Date on which the settlement of a business transaction at the ICSDs (delivery and payment) occurs. It should be noted that the CBF Settlement Date is to be entered in this field. It is the date that was agreed by the bank/agent with CBF as part of the domestic bail-in implementation. Ausstehender Gesamtnennwert Outstanding Aggregate Principal Amount according to Global Certificate/Global Note (not mandatory) Current total nominal value outstanding in original currency for the respective international bearer bond (XS-ISIN). Data point 2.9 [Nominal amount of the global note in original currency] according to MaBail-in or DE-IRT-Bail-in-Guidance. At WM Datenservice, the value corresponds to the amount in WM Data field GD650A [Volume outstanding]. Note 1: This field must always be filled in due to national specifics, although it is marked as optional. Note 2: In the case of pool factor instruments, the outstanding aggregate nominal value or the volume outstanding already includes the pool factor. Example: The original issue volume is EUR 300.000.000. The pool factor is 50%. The outstanding aggregate nominal value or the volume outstanding is therefore EUR 150.000.000 = EUR 300.000.000 * 50%. NW zum Stück (alt) Denomination (old) The outstanding principal amount per unit of the international bearer bond at the request date in original currency. Data point 2.3 [Outstanding principal amount per security in original currency] according to MaBail-in or DE-IRT-Bail-in-Guidance. Note: In the case of pool factor instruments, the outstanding principal amount does not contain the pool factor.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 189 of 273 Information to be provided within the detailed list of instruments “ICSD Add-On” for technical scenarios A-D Information Explanatory notes Pool factor in % (old) Pool factor in % (old) The pool factor of the international bearer bond on the request date. It should be noted that, in contrast to technical scenarios of the domestic bail-in implementation, in the technical scenarios of the "ICSD Add-On" the pool factor has to be entered as a percentage, e.g. 60 for 60% instead of 0,6. Data point 2.11 [Current pool factor (if applicable)] according to MaBail-in or DEIRT-Bail-in-Guidance. Please note: A full reduction by means of a pool factor of zero is not possible in the ICSD context. For this reason, in scenarios A and C, “n.a.” is to be entered in this field. In the case of a partial reduction (scenarios B and D) without a pool factor, an amount of 100 is to be entered in this field. Währung Currency of Denomination (old) (Original) currency in which the financial instrument was issued. Data point 1.8 [Currency in which the instrument or liability was issued] according to MaBail-in or DE-IRT-Bail-in-Guidance. Gesamtreduzierung des alten NW in % Total reduction of nominal value or pool factor in % If pursuant to the Resolution Order a part of the instrument is to be written down and another part is to be converted into new shares, this field includes the sum (total reduction rate) of the write-down percentage and the conversion percentage. Example: If the write-down percentage is 40 and the conversion percentage is 30, the total reduction rate is 70. If either the write-down or the conversion applies to one instrument as a sole measure, only the applicable write-down or conversion percentage has to be stated in this field. If, for instance, for one XS-ISIN only the write-down is applicable and the write-down percentage is 60, then 60% has to be stated in this field as total reduction rate.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 190 of 273 Information to be provided within the detailed list of instruments “ICSD Add-On” for technical scenarios A-D Information Explanatory notes NW zum Stück (neu) Denomination (new) New nominal value per unit of the international bearer bond after reduction by write-down and conversion. It should be noted that the information in this field differs from the information in the domestic technical scenarios (see also Chapter V.4.1.1.3). Full reduction (scenarios A and C): An abbreviation ”n.a.” for not applicable or not available has to be entered in this field. Partial reduction (scenarios B and D):
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 191 of 273 Information to be provided within the detailed list of instruments “ICSD Add-On” for technical scenarios A-D Information Explanatory notes technisches Buchungsverhältnis Zähler (Ausbuchung) bezogen auf Gesamtreduzierung Numerator of the booking ratio based on total reduction (Denomination (old))/(Denomination (new)) Numerator of the technical booking ratio. The technical booking ratio is the ratio of the old nominal value (before writedown and conversion) of the instrument to the new nominal value (after writedown and conversion). In the case of a full reduction, ”n.a.” must be entered in the technical booking ratio because the nominal value is fully reduced. In the case of a partial reduction by means of the pool factor, "n.a." must be entered in the booking ratio because the nominal value does not change and the reduction is represented by means of a pool factor. It should be noted that this field is not processed by the ICSDs. The entry is for information purposes only in the ICSD Add-On. Example – partial reduction without pool factor: Old nominal value before write-down and conversion in EUR: 1.000 Write-down percentage: 40 Conversion percentage: 30 New nominal value in EUR: 300 The technical booking ratio corresponds to: 1.000 : 300 The numerator to be entered in this field is 1.000. technisches Buchungsverhältnis Nenner (Einbuchung) bezogen auf Gesamtreduzierung Denominator of the booking ratio based on total reduction (Denomination (old))/(Denomination (new)) Denominator of the technical booking ratio. The technical booking ratio is the ratio of the old nominal value (before writedown and conversion) of the instrument to the new nominal value (after writedown and conversion). In the case of a full reduction, ”n.a.” must be entered in the booking ratio because the nominal value is fully reduced. In the case of a partial reduction by means of the pool factor, "n.a." must be entered in the booking ratio because the nominal value does not change and the reduction is represented by means of a pool factor. It should be noted that this field is not processed by the ICSDs. The entry is for information purposes only in the ICSD Add-On. Example – partial reduction without pool factor: Old nominal value before write-down and conversion in EUR: 1.000 Write-down percentage: 40 Conversion percentage: 30 New nominal value in EUR: 300 The technical booking ratio corresponds to: 1.000 : 300 The denominator to be entered in this field is 300.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 192 of 273 Information to be provided within the detailed list of instruments “ICSD Add-On” for technical scenarios A-D Information Explanatory notes Umwandlung des alten NW in Aktien in % Conversion percentage of Denomination (old) into new shares (in %) If instruments have to be converted into new shares according to the Resolution Order, the conversion percentage has to be stated in this field. It should be noted that this field is not processed by the ICSDs. The entry is for information purposes only in the ICSD Add-On. Example: With an outstanding principal amount of EUR 1.000 and a conversion percentage of 30%, EUR 300 of the old nominal value is converted into shares. technisches Umwandlungsverhältnis Zähler (Ausbuchung des alten NW) Numerator of the conversion ratio based on denomination (old) (Denomination (old))/(amount of new shares) Numerator of the technical conversion ratio expressed as: Nominal value (old) in original currency : Number of new shares (x.xxx in original currency : x,xxx new shares). It should be noted that this field is not processed by the ICSDs. The entry is for information purposes only in the ICSD Add-On. Example: 1.000 : 18 1.000 has to be entered in this field as numerator. technisches Umwandlungsverhältnis Nenner (Einbuchung von Aktien in Bezug auf alten NW der Anleihe) Exchange ratio (number of proceeds per nominal) Denominator of the technical conversion ratio expressed as: Nominal value (old) in original currency : Number of new shares (x.xxx in original currency : x,xxx new shares). Example: 1.000 : 18 18 has to be entered in this field as denominator. Aktien ISIN-NEU Final ISIN for new instruments ISIN for new shares (as provided by NNA in task 4 of the domestic bail-in implementation). Szenario Scenario Enter the corresponding technical ISCD scenario “A” to “D”. Table 48: Explanatory notes, detailed list of instruments “ICSD Add-On” – scenarios A-D
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 193 of 273 VI. End of the resolution procedure
91 See also the comment by the European Commission 2015_2187 Final valuation lower than the initial valuation | European Banking Authority (europa.eu).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 194 of 273 Case 1: Write-up of relevant capital instruments and bail-inable liabilities Case 1.a: Write-up of instruments before overall maturity o The instruments are written up (before their overall maturity) by increasing the amount written down. This amount can be reinstated to the extent necessary, but at a maximum up to the amount before the write-down. o The write-up is performed in accordance with the write-up percentage specified in the write-up order. Case 1.b: Write-up of instruments after overall maturity o For technical reasons, the instruments are written up (after their overall maturity) in the form of a cash compensation. o The write-up is performed in accordance with the cash compensation percentage specified in the write-up order. The minimum information in the write-up order is summarised in the following.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 195 of 273 The following charts illustrate the technical write-up of percentage-quoted unstructured bearer bonds and unstructured bearer bonds quoted in units. The write-up of structured bearer bonds will be part of future versions of the Guidance Notice. The write-up of liabilities not held by a central securities depository must technically be performed in the bank’s systems. The following chart summarises the status of the write-up of percentage-quoted unstructured bearer bonds and bearer bonds quoted in units: Background information: Write-up order The write-up order in accordance with section 99 (3) sentence 5 of the SAG contains the following requirements, among others: • information regarding the institution under resolution, • information regarding the resolution tools used, • write-up percentages (with 7 decimal places, e.g. 40,1234567%), • cash compensation percentages (with 7 decimal places, e.g. 60,1234567%), The write-up and cash compensation percentages for bearer bonds refer to the (total) nominal values/units outstanding as at the request date for the bail-in measure and pool factors. The stated write-up and cash compensation percentages are determined for each liability rank. The capital instruments affected by the bail-in and bail-inable liabilities are generally indicated by a reference to their liability rank in the bail-in sequence in the write-up order. In accordance with section 99 (3) sentence 5 of the SAG, the resolution authority must publish the write-up order on its website without undue delay after it has been issued. Appendix to the write-up order: The order will also contain a positive list of the instruments of each liability rank affected by the write-up (including the applicable write-up percentage and cash compensation percentage). Additional list: In addition, the above positive lists for the Resolution Order will be provided to the bank and the market participants involved as MS Excel files for review and technical processing. The positive list must be checked by the bank for completeness and correctness. The positive list with additions and other corrections must be sent by the bank to the resolution authority without delay. The resolution authority must then send the supplementary or corrected positive list to the relevant market participants.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 196 of 273 Figure 13: Write-up of unstructured bearer bonds The central securities depository and the NNA must consider different technical scenarios in the technical execution of the write-up. Due to the fact that only the portion of a bearer bond that was written down in the course of the bail-in can be written up again, only technical scenarios 3b, 4, 5b and 6 can be considered as initial scenarios for the write-up (see Chapter V.2.12). Technical scenarios for writing up unstructured bearer bonds are described in the following: Technical scenarios for a write-up of unstructured bearer bonds by the central securities depository No. Technical scenario Summary of technical process 7 Write-up of unstructured bearer bonds BEFORE overall maturity by adjusting the nominal value/pool factor Write-up of unstructured bearer bonds before overall maturity The central securities depository modifies the nominal value/pool factor of percentage-quoted unstructured bearer bonds in its system in line with the write-up percentage. In the case of unstructured bearer bonds quoted in units, the nominal value/pool factor is modified by WM Datenservice. This scenario is used to write up instruments that have been (partially) written down by applying technical scenarios 3b, 4, 5b and 6. 8 Write-up of unstructured bearer bonds AFTER overall maturity by cash compensation Write-up of unstructured bearer bonds after overall maturity Write-up after the overall maturity of an unstructured bearer bond takes the form of a cash compensation. The central securities depository books the cash compensation in line with the cash compensation percentages specified in the write-up order for the relevant unstructured bearer bonds. This scenario is used to write up instruments that have been (partially) written down by applying technical scenarios 3b, 4, 5b and 6. Table 49: Technical scenarios – Write-up (unstructured BBs)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 197 of 273 The following background information describes in detail how CBF and WM Datenservice write up percentage-quoted unstructured bearer bonds and unstructured bearer bonds quoted units. Background information: Writing up percentage-quoted unstructured bearer bonds The write-up of percentage-quoted unstructured bearer bonds in the CBF system and the modification in the WM Datenservice data is based on the smallest transferable unit (WM data field GD455A). In the case of percentage-quoted bearer bonds, the “Smallest transferable unit” field contains the outstanding nominal value per unit of the bearer bond, e.g. EUR 1.000,00. Depending on whether or not the overall maturity of the structured bearer bond has already been reached at the time of the write-up, technical implementation distinguishes between the following cases. Write-up of percentage-quoted bearer bonds before overall maturity: WM Datenservice modifies the smallest transferable unit or the nominal value/pool factor in the master data. CBF increases the smallest transferable unit or the nominal value/pool factor in its system. Technical subscription ratio: WM Datenservice and CBF need the technical subscription ratio for the write-up. For these structured bearer bonds, it is the ratio of the nominal value in the “Smallest transferable unit” field after the bail-in (on the CBF ex-date) and the nominal value in the “Smallest transferable unit” field after the write-up. Smallest transferable unit (ex-date) in original currency : Smallest transferable unit (after the writeup) in original currency Because the “Smallest transferable unit” field for these bearer bonds contains the nominal value per unit of the instrument, the following technical subscription ratio results: Nominal value (ex-date) in original currency : Nominal value (after write-up) in original currency For pool factor instruments, “n.a.” must be entered for the technical subscription ratio. Write-up of percentage-quoted structured bearer bonds after overall maturity: After the overall maturity of the bearer bonds, only cash compensation is possible in accordance with the cash compensation percentages specified in the write-up order. The cash compensation is based on the smallest transferable unit of bearer bonds on the request date (before the bail-in).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 198 of 273 Background information: Writing up unstructured bearer bonds quoted in units Write-up of unstructured bearer bonds quoted in units in the CBF and WM Datenservice system is based on the nominal value per unit (WM data field GD460A). At WM Datenservice, the “Nominal value per unit” field contains the outstanding nominal value per unit in the case of unit-quoted bearer bonds. Depending on whether or not the overall maturity of the structured bearer bond has already been reached at the time of the write-up, technical implementation distinguishes between the following cases. Write-up of bearer bonds quoted in units before overall maturity: WM Datenservice modifies the nominal value/pool factor in the master data in line with the write-up percentage. There are no inventory adjustments at CBF. For this reason, “n.a.” must be entered in the technical subscription ratio for bearer bonds quoted in units. Technical subscription ratio: n.a. : n.a. Write-up of bearer bonds quoted in units after overall maturity date: After the overall maturity of the bearer bonds, only cash compensation is possible in accordance with the cash compensation percentages specified in the write-up order. The cash compensation is based on the nominal value of the bearer bonds on the request date (before the bail-in).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 199 of 273 3. Write-up – Sample templates for the documents of the bank This sub-chapter contains sample templates for the instruction letter and the supporting documents of the bank to domestic actors to implement the write-up. With the instruction letter, the bank or, if applicable, its agent, instructs the central securities depository to implement the write-up in accordance with the requirements specified in the corresponding administrative act of the resolution authority. The instruction letter refers to its supporting documents, i.e. the operational guidelines and the detailed list of instruments for the write-up. In addition, the instruction letter and the supporting documents are also provided to the NNA. Please note: Different technical scenarios may apply to the write-up as part of the resolution action. The operational guidelines and the detailed list of instruments must be drawn up for each technical scenario. Regardless of the number of scenarios and thus the number of annexes, however, only one instruction letter is to be submitted by an institution for the write-up. Write-up – Instruction letter and supporting documents 3.1.1 Write-up – Instruction letter A template for an instruction letter92 of the bank to the CBF and WM Datenservice to perform a write-up for the liabilities and relevant capital instruments used in the bail-in is shown below.
92 The power of representation to sign the instruction letter must be appropriately defined by the bank.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 200 of 273 Instruction to Implement the Administrative Act issued by BaFin dated DD.MM.YYYY To Clearstream Banking AG – Executive Board – Mergenthalerallee 61 65760 Eschborn By email in advance: bail-in@clearstream.com By email in advance: CAGermany@clearstream.com Copy to: WM Datenservice Düsseldorfer Straße 16 60329 Frankfurt am Main By email in advance: WM-BRRD-BAIL-IN@wmdaten.com Dear Sir or Madam, [We kindly ask you to] [We have been engaged by [•]93 and ask you to] reinstate the value of the relevant capital instruments and liabilities that were written down as a result of application of the bail-in tool in accordance with Article 20(12)(a) of the SRMR and section 75 (4) number 1 of the SAG. Please implement the ordered action in accordance with the write-up order published by the Federal Financial Supervisory Authority (BaFin) on dd.mm.yyyy (“internet address of the BaFin publication”). The details are provided in the attached operational guidelines and their annexes. Your contact person[s] for issues relating to the technical execution of the bail-in: Mr/Ms XXX, tel. xxx, email xxx Yours sincerely, Signature 1 Signature 2
93 In the event that this is sent by the issuer’s agent, please add the name of the issuer.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 201 of 273 3.1.2 Write-up – Operational guidelines These operational guidelines provide detailed technical information on the write-up of instruments used in the bail-in. They are prepared by the bank or, if applicable, its agent in consultation with the CSD and the NNA and attached as appendices to the instruction letter. The operational guidelines for the write-up are additionally published on the website of the institution under resolution and/or, if applicable, its agent, and thereby inform market participants about the write-up and the implications for the affected instruments. A template for the operational guidelines with regard to the technical scenarios 7 and 8 for the write-up and guidance on populating the fields are provided below. Please note: A separate operational guidelines must be prepared for each technical scenario. Background information and explanatory notes on the individual fields to be filled in the operational guidelines can be found in Table 50.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 202 of 273 Operational guidelines for execution of the write-up order dated DD.MM.YYYY (scenarios 7 to 8 for a write-up) -- Name of the issuer-- -- Name of the security(ies)/see Annex if applicable-- -- ISIN/see Annex if applicable --
Name -- Name of the instructing bank/of the institution under resolution and contact details-- CBF Account Affected ISINs List of all ISIN Codes according to the detailed list of instruments Action (scenario) applicable to the above ISIN codes --please delete the actions that are not relevant-- 7. Unstructured bearer bonds (percentage- and unit-quoted): Before overall maturity: nominal value/pool factor write-up of unstructured bearer bonds 8. Unstructured bearer bonds (percentage- and unit-quoted): After overall maturity: nominal value write-up via cash compensation in case of unstructured bearer bonds Technical subscription ratios List of technical subscription ratios according to detailed list of instruments for the write-up. If there is a large number of ISINs, reference can also be made to the detailed list of instruments Explanations If applicable, explanations on the calculation of the technical subscription ratios Pool factor (ex-date) List of pool factors (ex-date) after the bail-in according to detailed list of instruments. If there is a large number of ISINs, reference can also be made to the detailed list of instruments for the write-up Pool factor (after write-up) List of pool factors (after write-up) according to detailed list of instruments. If there is a large number of ISINs, reference can also be made to the detailed list of instruments for the write-up Treatment of interest Information on offsetting accrued interest via the defined technical subscription ratio Publications Website address of issuer and BaFin and any additional websites CBF record date (write-up) according to CBF CBF settlement date (write-up) according to CBF Treatment of open transactions according to CBF compensation rules xxx Placeholder for additional information from central execution agent
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 203 of 273 The following table explains the information to be provided in the operational guidelines for the write-up: Information to be provided in the operational guidelines (see template above) Information Explanation Central execution agent The institution under resolution that is responsible for preparing the instruction letter and supporting documents or, if applicable, its agent. CBF account Account of the institution under resolution at CBF. Affected ISINs ISINs of instruments affected by the bail-in. List of all ISINs of the instruments to which the same technical scenario applies. If several instruments or ISINs are affected, reference can be made to the detailed list of instruments for the write-up. Action applicable to the above ISIN codes Enter the technical scenario to be applied to the ISINs listed in the above field. The field must be populated in consultation with central securities depository. Technical subscription ratios Information on the technical subscription ratios for the technical scenario. If several instruments are affected, reference can be made to the detailed list of instruments for the write-up. Explanations If applicable, explanations on the calculation of the technical subscription ratios. If several instruments are affected, reference can be made to the detailed list of instruments for the write-up. Pool factor (ex-date) Pool factor on ex-date (after bail-in). Pool factor (after writeup) New pool factor after the write-up. Treatment of interest Information on offsetting accrued interest via the defined technical subscription ratio. Publications Websites on which information about the write-up is available, i.e. BaFin’s website, where the corresponding administrative act is published; and website of the institution under resolution and/or its agent, if applicable, where the operational guidelines are published. Record date (write-up) CBF record date (write-up) Date on which the write-up is implemented technically in the systems of the central securities depository. The field must be populated in consultation with central securities depository. CBF settlement date (write-up) Date on which a trade is settled (delivery and payment). The field must be populated in consultation with central securities depository. Treatment of open transactions See the pre-filling of the operational guidelines listed above (“according to CBF compensation rules”). xxx Placeholder for additional information. Table 50: Explanations on the operational guidelines for the write-up
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 204 of 273 3.1.3 Write-up – Detailed list of financial instruments The detailed list of instruments for the write-up contains specific information for each ISIN affected by the bail-in that is required by the NNA and the central securities depository to implement the write-up. The detailed list of instruments for the write-up is provided as MS Excel file. For each technical scenario (scenarios 7 to 8), a separate spreadsheet is to be used within the MS Excel file. A template for the detailed list of instruments is provided to the institutions as part of the resolution planning activities on request. Conventions for filling out the detailed list of instruments (write-up) in case of unstructured bearer bonds:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 205 of 273 Table 51: Initial technical scenarios for write-up of unstructured bearer bonds Initial technical scenario (bail-in) Description Technical scenario for write-up Description 3a Unstructured bearer bonds (percentagequoted and quoted in units): Full reduction of unstructured bearer bonds through full conversion into new shares n.a. 3b Unstructured bearer bonds (percentagequoted and quoted in units): Full reduction of unstructured bearer bonds through combination of write-down and conversion 7 or 8 Scenario 7: Write-up of unstructured bearer bonds BEFORE overall maturity by modifying the nominal value/pool factor Scenario 8: Write-up of unstructured bearer bonds AFTER overall maturity by cash compensation 4 Unstructured bearer bonds (percentagequoted and quoted in units): Full nominal value/pool factor reduction without cancellation of old bonds WITHOUT conversion into new shares 7 or 8 Scenario 7: Write-up of unstructured bearer bonds BEFORE overall maturity by modifying the nominal value/pool factor Scenario 8: Write-up of unstructured bearer bonds AFTER overall maturity by cash compensation Treatment of special cases: Instruments that were allocated to technical scenario 4 due to rounding and the resulting number of new shares of zero or the effective conversion rate of zero from technical scenario 3a cannot be written up. 5a Unstructured bearer bonds (percentagequoted and quoted in units): Partial reduction of unstructured bearer bonds through partial conversion into new shares* n.a. 5b Unstructured bearer bonds (percentagequoted and quoted in units): Partial reduction of unstructured bearer bonds through combination of write-down and conversion of the bearer bonds into new shares 7 or 8 Scenario 7: Write-up of unstructured bearer bonds BEFORE overall maturity by modifying the nominal value/pool factor Scenario 8: Write-up of unstructured bearer bonds AFTER overall maturity by cash compensation 6 Unstructured bearer bonds (percentagequoted and quoted in units): Nominal value/pool factor reduction with partial cancellation of old bonds WITHOUT conversion into new shares 7 or 8 Scenario 7: Write-up of unstructured bearer bonds BEFORE overall maturity by modifying the nominal value/pool factor Scenario 8: Write-up of unstructured bearer bonds AFTER overall maturity by cash compensation **Treatment of special cases: Instruments that were allocated to technical scenario 6 due to rounding and the resulting number of new shares of zero or the effective conversion rate of zero from technical scenario 5a cannot be written up.
Guidance Notice – External Bail-in Execution Page 206 of 273 Scenario 7: Before maturity – nominal/pool factor write-up (percentage-quoted unstructured bonds) ISIN of the instruments affected by Bail-in Initial technical scenario Bail-in Request-Date CBF Ex-Date CBF Record-Date (Write-Up) CBF Settlement-Date (Write-Up) Outstanding Aggregate Principal Amount (Ex-Date) Outstanding Aggregate Principal Amount (after Write-Up) Denomination (Request-Date) Pool Factor (Request Date) Denomination (Ex-Date) Pool Factor (Ex-Date) Write-Up of Denomination/Pool Factor in % (Request Date) Denomination (after Write-Up) Pool Factor (after Write-Up) Numerator of the subscription ratio Denominator of the subscription ratio Currency numerator of the subscription ratio Currency denominator of the subscription ratio Unit of quotation Scenario SIN 3b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 0 160.000.000 1.000 n.a. 0 n.a. 40 400 n.a. 0 400 EUR EUR percentagequoted 7 WO PF/EUR ISIN 3b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 0 80.000.000 1.000 0,5 n.a. 0 40 n.a. 0,2 n.a. n.a. EUR EUR percentagequoted 7 WT PF/EUR ISIN 4 01.12.2020 07.12.2020 07.07.2021 08.07.2021 0 300.000.000 1.000 n.a. 0 n.a. 100 1.000 n.a. 0 1.000 EUR EUR percentagequoted 7 WO PF/EUR ISIN 4 01.12.2020 07.12.2020 07.07.2021 08.07.2021 0 240.000.000 1.000 0,8 n.a. 0 100 n.a. 0,8 n.a. n.a. EUR EUR percentagequoted 7 WT PF/EUR ISIN 5b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 90.000.000 210.000.000 1.000 n.a. 300 n.a. 40 700 n.a. 300 400 EUR EUR percentagequoted 7 WO PF/EUR ISIN 5b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 45.000.000 105.000.000 1.000 0,5 n.a. 0,15 40 n.a. 0,35 n.a. n.a. EUR EUR percentagequoted 7 WT PF/EUR ISIN 6 01.12.2020 07.12.2020 07.07.2021 08.07.2021 120.000.000 300.000.000 1.000 n.a. 400 n.a. 60 1.000 n.a. 400 600 EUR EUR percentagequoted 7 WO PF/EUR ISIN 6 01.12.2020 07.12.2020 07.07.2021 08.07.2021 96.000.000 240.000.000 1.000 0,8 n.a. 0,32 60 n.a. 0,8 n.a. n.a. EUR EUR percentagequoted 7 WT PF/EUR WO: Without; PF: Pool Factor. Example: “7 WT PF/EUR stands for – Scenario 7 WITH Pool Factor and EUR as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 52: Extract of detailed list of instruments for write-up (percent.-quot. unstruct. BBs) – scenario 7
Guidance Notice – External Bail-in Execution Page 207 of 273 Scenario 7: Before maturity – nominal/pool factor write-up (unit-quoted unstructured bonds) ISIN of the instruments affected by Bail-in Initial technical scenario Bail-in Request-Date CBF Ex-Date CBF Record-Date (Write-Up) CBF Settlement-Date (Write-Up) Outstanding Aggregate Principal Amount (Ex-Date) Outstanding Aggregate Principal Amount (after Write-Up) Denomination (Request Date) Pool Factor (Request- Date) Denomination (Ex-Date) Pool Factor (Ex-Date) Write-Up of Denomination/Pool Factor in % (Request Date) Denomination (after Write-Up) Pool Factor (after Write-Up) Numerator of the subscription ratio Denominator of the subscription ratio Currency numerator of the subscription ratio Currency denominator of the subscription ratio Unit of quotation Scenario ISIN 3b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 0 400.000 1.000 n.a. 0 n.a. 40 400 n.a. n.a. n.a. n.a. n.a. unit-quoted 7 WO PF/EUR ISIN 3b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 0 400.000 1.000 0,5 n.a. 0 40 n.a. 0,2 n.a. n.a. n.a. n.a. unit-quoted 7 WT PF/EUR ISIN 4 01.12.2020 07.12.2020 07.07.2021 08.07.2021 0 300.000 1.000 n.a. 0 n.a. 100 1.000 n.a. n.a. n.a. n.a. n.a. unit-quoted 7 WO PF/EUR ISIN 4 01.12.2020 07.12.2020 07.07.2021 08.07.2021 0 300.000 1.000 0,8 n.a. 0 100 n.a. 0,8 n.a. n.a. n.a. n.a. unit-quoted 7 WT PF/EUR ISIN 5b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 300.000 300.000 1.000 n.a. 300 n.a. 40 700 n.a. n.a. n.a. n.a. n.a. unit-quoted 7 WO PF/EUR ISIN 5b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 300.000 300.000 1.000 0,5 n.a. 0,15 40 n.a. 0,35 n.a. n.a. n.a. n.a. unit-quoted 7 WT PF/EUR ISIN 6 01.12.2020 07.12.2020 07.07.2021 08.07.2021 300.000 300.000 1.000 n.a. 400 n.a. 60 1.000 n.a. n.a. n.a. n.a. n.a. unit-quoted 7 WO PF/EUR ISIN 6 01.12.2020 07.12.2020 07.07.2021 08.07.2021 300.000 300.000 1.000 0,8 n.a. 0,32 60 n.a. 0,8 n.a. n.a. n.a. n.a. unit-quoted 7 WT PF/EUR WO: Without; PF: Pool Factor. Example: “7 WT PF/EUR stands for – Scenario 7 WITH Pool Factor and EUR as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 53: Extract of detailed list of instruments for write-up (unit-quot. unstruct. BBs) – scenario 7
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 208 of 273 Information to be provided within the detailed list of instruments for write-up of unstructured bearer bonds before maturity – technical scenario 7 Information Explanation ISIN (Stammgattung nicht strukturierte ISV) ISIN of the instruments affected by bail-in ISIN of the instruments affected by the bail-in. Unique identifier known to the counterparty according to data point 1.4 of MaBail-in or DE-IRT-Bail-in-Guidance [ISIN/specific ID]. Technisches Ausgangsszenario Initial technical scenario Technical scenario 3b, 4, 5b or 6 used in bail-in execution. Bail-in Anfragestichtag Bail-in request date Request date of the bail-in measure. CBF Ex-Tag CBF Ex-date The day after the date of technical execution of the bail-in measure (the CBF settlement date of the bail-in measure). Populate the field in consultation with central securities depository. CBF Stichtag der Maßnahme (Heraufschreibung) CBF record date (Write-Up) Date on which the write-up is implemented technically in the systems of the central securities depository. This date must not be more than 1 day before the CBF settlement date of a write-up. Populate the field in consultation with central securities depository. CBF Erfüllungstag (Heraufschreibung) CBF settlement date (Write-Up) Date on which a trade is settled (delivery and payment). Populate the field in consultation with central securities depository.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 209 of 273 Information to be provided within the detailed list of instruments for write-up of unstructured bearer bonds before maturity – technical scenario 7 Information Explanation Ausstehender Gesamtnennwert (Ex-Tag) Outstanding aggregate principal amount (ExDate) For percentage-quoted bearer bonds, enter the actual aggregate principal amount outstanding in the original currency for the relevant ISIN at the ex-date. WM data field GD650A [Volume outstanding]. For bearer bonds quoted in units, enter the total number of units outstanding on the ex-date for the ISIN. WM data field GD650A [Volume outstanding]. Note: In the case of pool factor instruments, the pool factor is already included in the outstanding aggregate principal amount (volume outstanding). Example: The issue volume of a bearer bond is EUR 400.000.000. The pool factor is 0,5. The outstanding aggregate principal amount (volume outstanding) is therefore EUR 200.000.000 = EUR 400.000.000 * 0,5.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 210 of 273 Ausstehender Gesamtnennwert (nach der Heraufschreibung) Outstanding aggregate principal amount (after Write-Up) For percentage-quoted bearer bonds, enter the new aggregate principal amount after the write-up in the original currency for the relevant ISIN. Example – Percentage-quoted unstructured bearer bonds: Aggregate principal amount on request date (before bail-in) in EUR: 300.000.000 Write-down percentage: 40 Conversion percentage: 30 Aggregate principal amount on ex-date (after bail-in) in EUR: 90.000.000 Write-up percentage: 40 New aggregate principal amount after write-up in EUR: 210.000.000* *The amount is calculated as follows: 210.000.000 = 300.000.000 * 40% + 90.000.000 Enter 210.000.000 (EUR) in this field. For bearer bonds quoted in units, enter the total number of units after the write-up for the ISIN. Example 1 – Unstructured bearer bonds quoted in units: Total number of units on request date (before bail-in): 300.000 Write-down percentage: 40 Conversion percentage: 30 Total number of units on ex-date (after bail-in): 300.000 Write-up percentage: 40 New total number of units after write-up: 300.000 Enter 300.000 (units) in this field. The total number of units of unstructured bearer bonds does not change as a result of the bail-in and the write-up. Example 2 – Unstructured bearer bonds quoted in units: Total number of units on request date (before bail-in): 400.000 Write-down percentage: 40 Conversion percentage: 60 Total number of units on ex-date (after bail-in): 0 Write-up percentage: 40 New total number of units after write-up: 400.000 Enter 400.000 (units) in this field. The total number of units of unstructured bearer bonds does not change as a result of the bail-in and the write-up.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 211 of 273 Information to be provided within the detailed list of instruments for write-up of unstructured bearer bonds before maturity – technical scenario 7 Information Explanation NW zum Stück (Anfragestichtag) Denomination (Request Date) For percentage-quoted bearer bonds, enter the outstanding nominal value per unit of the bond class on the request date (before the bail-in) in the original currency. WM data field GD455A [Smallest transferable unit]. Data point 2.3 [Outstanding nominal value per unit in EUR] according to MaBail-in or DE-IRT-Bail-in-Guidance. For bearer bonds quoted in units, enter the outstanding nominal value per unit of the bond class on the request date (before the bail-in) in the original currency. WM data field GD460A [Nominal value per unit]. Data point 2.3 [Outstanding nominal value per unit in EUR] according to MaBail-in or DE-IRT-Bail-in-Guidance. Note: For pool factor instruments, the outstanding nominal value per unit does not include the pool factor. Poolfaktor (Request-Date) Pool factor (Request Date) Pool factor of the instrument on the bail-in request date. NW zum Stück (Ex-Date) Denomination (Ex-Date) For percentage-quoted bearer bonds, enter the outstanding nominal value on the exdate (after the bail-in) per unit of the bond class in the original currency. WM data field GD455A [Smallest transferable unit]. For bearer bonds quoted in units, enter the outstanding nominal value per unit of the bond class on the ex-date (after the bail-in) in the original currency. WM data field GD460A [Nominal value per unit]. Poolfaktor (ExDate) Pool factor (ExDate) Pool factor of the bond on the ex-date. Heraufschreibung des NW/PF (ExDate) in % Write-up of denomination/Pool factor (ex-date) in % Enter the write-up percentage in accordance with the write-up order in this field.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 212 of 273 Information to be provided within the detailed list of instruments for write-up of unstructured bearer bonds before maturity – technical scenario 7 Information Explanation NW zum Stück (nach der Heraufschreibung) Denomination (after Write-Up) Enter the new nominal value per bond after the write-up in this field. Example – percentage-quoted bearer bonds: Outstanding nominal value on request date (before bail-in) in EUR: 1.000 Write-down percentage: 40 Conversion percentage: 30 Outstanding nominal value on ex-date (after bail-in) in EUR: 300 Write-up percentage: 40 Outstanding nominal value after write-up in EUR: 700* The amount is calculated as follows: 700 = 1.000 * 40% + 300 Enter 700 (EUR) in this field. Example – bearer bonds quoted in units: Outstanding nominal value at request date (before bail-in) in EUR: 1.000 Write-down percentage: 40 Conversion percentage: 30 Outstanding nominal value on ex-date (after bail-in) in EUR: 300 Write-up percentage: 40 Outstanding nominal value after write-up in EUR: 700 The amount is calculated as follows: 700 = 1.000 * 40% + 300 Enter 700 (EUR) in this field. Note: For a pool factor instrument, enter "n.a." in this field because the write-up is implemented using a pool factor. Poolfaktor (nach der Heraufschreibung) Pool factor (after Write-Up) New pool factor after the write-up. Example: Pool factor on request date (before bail-in): 0,5 Write-down percentage: 40 Conversion percentage: 30 Pool factor on ex-date (after bail-in): 0,15 Write-up percentage: 40 Pool factor after write-up: 0,35 *The amount is calculated as follows: 0,35 = 0,5 * 40% + 0,15
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 213 of 273 Information to be provided within the detailed list of instruments for write-up of unstructured bearer bonds before maturity – technical scenario 7 Information Explanation Technisches Zubuchungsverhältnis Zähler Numerator of the technical subscription ratio Numerator of the technical subscription ratio. WM data field KD008B [Numerator for multiplier (German method)]. Percentage-quoted structured bearer bonds: The technical subscription ratio is the ratio of the outstanding nominal value per instrument in original currency on the exdate (after the bail-in) to the amount in original currency by which the nominal value outstanding on the ex-date is to be increased as part of the write-up. Nominal value (old) in original currency : nominal value (new) in original currency Structured bearer bonds quoted in units: There is no technical subscription ratio for structured bearer bonds quoted in units. Populate the corresponding columns with “n.a.”. Example – percentage-quoted bearer bonds: Outstanding nominal value on request rate (before bail-in) in EUR: 1.000 Write-down percentage: 40 Conversion percentage: 30 Outstanding nominal value on ex-date (after bail-in) in EUR: 300 Write-up percentage: 40 The technical subscription ratio is therefore: 300 : 400 Enter 300 (EUR) as the numerator in this field. Note: For pool factor instruments, enter “n.a.” for the technical subscription ratio.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 214 of 273 Information to be provided within the detailed list of instruments for write-up of unstructured bearer bonds before maturity – technical scenario 7 Information Explanation Technisches Zubuchungsverhältnis Nenner Denominator of the technical subscription ratio Denominator of the technical subscription ratio. WM data field KD009B [Denominator for multiplier (German method)]. Percentage-quoted structured bearer bonds: The technical subscription ratio is the ratio of the outstanding nominal value per instrument in original currency on the exdate (after the bail-in) to the amount in original currency by which the nominal value outstanding on the ex-date is to be increased as part of the write-up. Nominal value (old) in original currency : nominal value (new) in original currency Structured bearer bonds quoted in units: There is no technical subscription ratio for structured bearer bonds quoted in units. Populate the corresponding columns with “n.a.”. Example – percentage-quoted bearer bonds: Outstanding nominal value on request rate (before bail-in) in EUR: 1.000 Write-down percentage: 40 Conversion percentage: 30 Outstanding nominal value on ex-date (after bail-in) in EUR: 300 Write-up percentage: 40 The technical subscription ratio is therefore: 300 : 400* Enter 400 (EUR) as the denominator in this field. *The amount is calculated as follows: 400 = 1.000 * 40% Note: For pool factor instruments, enter “n.a.” for the subscription ratio. Technisches Zubuchungsverhältnis Zähler (Währung) Currency subscription ratio numerator The original currency of the instrument. WM data field KD008A [Currency of subscription ratio numerator]. Technisches Zubuchungsverhältnis Nenner (Währung) Currency subscription ratio denominator The original currency of the instrument. WM data field KD009A [Currency of subscription ratio denominator].
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 215 of 273 Information to be provided within the detailed list of instruments for write-up of unstructured bearer bonds before maturity – technical scenario 7 Information Explanation Art der Börsennotiz Unit of quotation Type of stock exchange quotation for the security, e.g. “percentage-quoted“ or “unitquoted”. Szenario Scenario Enter technical scenario “7”. Table 54: Explanations on detailed list of instruments for write-up (unstr. bearer bonds) – scenario 7
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 216 of 273 Scenario 8: After maturity – nominal/pool factor write-up through cash compensation (percentage-quoted unstructured bonds) ISIN of the instruments affected by Bail-in Initial technical scenario Bail-in Request-Date CBF Ex-Date CBF Record-Date (Write-Up) CBF Settlement-Date (Write-Up) Denomination (Request-Date) Pool Factor (Request-Date) Payment in % (cash compensation percentage) Cash Compensation Amount Currency Unit of quotation Scenario ISIN 3b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 n.a. 40 400 EUR percentage-quoted 8 WO PF/EUR ISIN 3b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 0,5 40 200 EUR percentage-quoted 8 WT PF/EUR ISIN 4 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 n.a. 100 1.000 EUR percentage-quoted 8 WO PF/EUR ISIN 4 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 0,8 100 800 EUR percentage-quoted 8 WT PF/EUR ISIN 5b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 n.a. 40 400 EUR percentage-quoted 8 WO PF/EUR ISIN 5b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 0,5 40 200 EUR percentage-quoted 8 WT PF/EUR ISIN 6 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 n.a. 60 600 EUR percentage-quoted 8 WO PF/EUR ISIN 6 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 0,8 60 480 EUR percentage-quoted 8 WT PF/EUR WO: Without; PF: Pool Factor. Example: “8 WT PF/EUR stands for – Scenario 8 WITH Pool Factor and EUR as an issuance currency of the bond. Examples with a Pool Factor are marked in blue. Table 55: Extract from detailed list of instruments for write-up (percent.-quot. unstr. BBs) – scenario 8
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 217 of 273 Scenario 8: After maturity – nominal/pool factor write-up through cash compensation (unit-quoted unstructured bonds) ISIN of the instruments affected by Bail-in Initial technical scenario Bail-in Request-Date CBF Ex-Date CBF Record-Date (Write-Up) CBF Settlement-Date (Write-Up) Denomination (Request Date) Pool Factor (Request Date) Payment in % (cash compensation percentage) Cash Compensation Amount Currency Unit of quotation Scenario ISIN 3b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 n.a. 40 400 EUR unit-quoted 8 WO PF ISIN 3b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 0,5 40 200 EUR unit-quoted 8 WT PF ISIN 4 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 n.a. 100 1.000 EUR unit-quoted 8 WO PF ISIN 4 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 0,8 100 800 EUR unit-quoted 8 WT PF ISIN 5b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 n.a. 40 400 EUR unit-quoted 8 WO PF ISIN 5b 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 0,5 40 200 EUR unit-quoted 8 WT PF ISIN 6 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 n.a. 60 600 EUR unit-quoted 8 WO PF ISIN 6 01.12.2020 07.12.2020 07.07.2021 08.07.2021 1.000 0,8 60 480 EUR unit-quoted 8 WT PF WO: Without; PF: Pool Factor. Example: “8 WT PF stands for – Scenario 8 WITH Pool Factor. Examples with a Pool Factor are marked in blue. Table 56: Extract from detailed list of instruments for write-up (unit-quot. unstr. BBs) – scenario 8
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 218 of 273 Information Explanation ISIN (Stammgattung nicht strukturierte ISV) ISIN of the instruments affected by Bail-in ISIN of the instruments used in the bail-in. Unique identifier known to the counterparty according to data point 1.4 of MaBail-in or DE-IRT-Bail-in-Guidance [ISIN/specific ID]. Technisches Ausgangsszenario Initial technical scenario Technical scenario 3b, 4, 5b or 6 used in bail-in execution Bail-in Anfragestichtag Bail-in Request Date Request date of the bail-in action CBF Ex-Tag CBF Ex-Date The day after the date of technical execution of the bail-in action (the CBF settlement date of the bail-in action). Populate the field in consultation with central securities depository. CBF Stichtag der Maßnahme (Heraufschreibung) CBF Record Date (WriteUp) Date on which the write-up is implemented technically in the systems of the central securities depository. This date must not be more than 1 day before the CBF settlement date (write-up). Populate the field in consultation with central securities depository. CBF Erfüllungstag (Heraufschreibung) CBF Settlement Date (Write-Up) Date on which a trade is settled (delivery and payment). Populate the field in consultation with central securities depository. NW zum Stück (Bail-in Anfragestichtag) Denomination (Bail-in Request Date) For percentage-quoted bearer bonds, enter the outstanding nominal value per unit of the bond class on the request date (before the bail-in) in the original currency. Data point 2.3 [Outstanding nominal value per unit in EUR] according to MaBailin or DE-IRT-Bail-in-Guidance. WM data field GD455A [Smallest transferable unit]. For bearer bonds quoted in units, enter the outstanding nominal value per unit of the bond class on the request date (before the bail-in) in the original currency. Data point 2.3 [Outstanding nominal value per unit in EUR] according to MaBailin or DE-IRT-Bail-in-Guidance. WM data field GD460A [Nominal value per unit]. Note: For pool factor instruments, the nominal value per unit does not include the pool factor.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 219 of 273 Information Explanation Barausgleichsprozentsatz Payment in % (cash compensation percentage) Cash compensation percentage in accordance with the write-up order. Barausgleichsbetrag Cash compensation amount The amount of the cash compensation in line with the cash compensation percentage specified in the write-up order. Example 1 (bearer bonds without pool factor): Outstanding nominal value on request rate (before bail-in) in EUR 1.000 Write-down percentage: 40 Cash compensation percentage: 40 Cash compensation amount: 400* The cash compensation amount is calculated as follows: 400 = 1.000 * 40%. Enter 400 (EUR) in this field. Example 2 (bearer bonds with pool factor): Outstanding nominal value on request rate (before bail-in) in EUR: 1.000 Pool factor on request date: 0,5 Write-down percentage: 40 Cash compensation percentage: 40 Cash compensation amount: 200 *The cash compensation amount is calculated as follows: 200 = 1.000 * 0,5 * 40%. Enter 200 (EUR) in this field. Art der Börsennotiz Unit of quotation Type of stock exchange quotation for the security, e.g. “percentage-quoted“ or “unit-quoted”. Scenario Scenario Enter technical scenario “8”. Table 57: Explanations on detailed list of instruments for write-up (unstr. bearer bonds) – scenario 8
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 220 of 273 VII. Appendices Appendix I – Calculation examples for filling out the detailed list of instruments The following subsections explain how to fill out the detailed list of instruments for domestic bail-in implementation (see Chapter V.4.1.1.3) on the basis of four example cases. Filling out the detailed list of instruments of the "ICSD Add-On" may be slightly different (see Chapter V.4.2.1.3). Assume that within the framework of the bail-in, the CET1 instruments are cancelled first. This is followed by a partial reduction of the liabilities of the AT1 rank through write-down and conversion. Whereby the liabilities of the AT1 rank are percentage-quoted unstructured bearer bonds. In addition it is assumed that the proportionate amount of share capital per new share is euro 1. The following technical scenarios apply: Technical scenario 1: cancellation of old shares WITHOUT conversion into new shares Technical scenario 5b: partial nominal value/pool factor reduction of percentage-quoted unstructured bearer bonds through a combination of write-down and conversion into new shares. Scenario 5b differentiates according to whether (1) the bonds were issued in euros or in a foreign currency and whether (2) it is a reduction with or without a pool factor (see also background information "Pool factor" in V.2.7). A total of four cases or variants of technical scenario 5b are possible. These are shown in the figure below together with the corresponding example cases described in this chapter: Figure 14: Assumptions of technical scenario 5b In all example cases it is assumed that the accrued interest is euro 25 or DM 25 and that in the case of pool factor instruments this has already been adjusted by the corresponding pool factor. In addition, it is assumed that the exchange rate under the Resolution Order is EUR/DM 0,5.94
94 This is a notional figure.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 221 of 273 A.I.1 Cancellation of old shares and example case 1 It is assumed that the effective date of the Resolution Order is 3 December 2020 and the following measures are mandated: 1.) the full cancellation of the bearer shares with the ISIN DEXXX2999999; and 2.) the partial write-down and partial conversion of the unstructured bearer bond belonging to the AT1 rank, i.e. rank 2 in the bail-in sequence with the ISIN DEXXX4567893. The nominal value of unstructured bearer bond is EUR 1.000 per bond. The outstanding aggregate principal amount of the global certificate is EUR 300.000.000. Accrued interest per bond is EUR 25. The Resolution Order prescribes a discontinuation/suspension of trading for the instruments affected by the bail-in. Information given in the Resolution Order: 1.) Full cancellation of old shares Affected ISIN: DEXXX2999999 2.) Write-down and conversion of an unstructured bearer bond Affected ISIN: DEXXX4567893 Write-down percentage: 40 Conversion percentage: 30 Effective conversion rate: 0,72 Issue amount per share in EUR: 1 Table 58: Example case 1 – Assumptions The following table illustrates the derivation of the technical booking ratio. Calculation of the technical booking ratio: Numerator of the technical booking ratio: outstanding principal amount per unit before write-down and conversion (nominal value in the system of the CSD) in EUR: EUR 1.000 Write-down percentage: 40 Conversion percentage: 30 Total reduction rate of the outstanding principal amount in %: 70 = 40 + 30 Denominator of the technical booking ratio: outstanding principal amount per unit after write-down and conversion in EUR (nominal value in the system of the CSD): 300 EUR = 1.000 EUR * (1 – 70%) Technical booking ratio: EUR 1.000 : EUR 300 Table 59: Example case 1 – Calculation of the technical booking ratio
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 222 of 273 The following table illustrates the calculation of the technical conversion ratio: Calculation of the amount to be converted and the technical conversion ratio: Relevant amount (to be converted into new shares) per bond in EUR: EUR 307,5 = (EUR 1.000 + EUR 25) * 30% Components of the relevant amount: Numerator of the technical conversion ratio: outstanding principal amount per unit (nominal value in the system of the CSD) in EUR: EUR 1.000 Outstanding principal amount per unit to be used for conversion in EUR: EUR 300 = EUR 1.000 * 30% Accrued interest per unit to be used for conversion in EUR: EUR 7,5 = EUR 25 * 30% Fees and charges per unit to be used for conversion in EUR: n.a. Denominator of the technical conversion ratio: number of new shares per unit: 221,400 = (EUR 307,50 * 0,72) / EUR 1 Technical conversion ratio: EUR 1.000 : 221,400 Table 60: Example case 1 – Calculations of the amount to be converted and technical conversion ratio A.I.2 Cancellation of old shares and example case 2 It is assumed that the effective date of the Resolution Order is 3 December 2020 and the following measures are mandated: 1.) the full cancellation of the bearer shares with the ISIN DEXXX2999999; and 2.) the partial write-down and partial conversion of the unstructured bearer bond belonging to the AT1 rank, i.e. rank 2 in the bail-in sequence with the ISIN DEXXX4567893. The nominal value of bearer bond is EUR 1.000 per bond. The outstanding aggregate principal amount of the global certificate is EUR 300.000.000. Accrued interest per bond is EUR 25. The pool factor (old) is equal to 0,5. The Resolution Order prescribes a discontinuation/suspension of trading for the instruments affected by the bail-in. Information given in the Resolution Order: 3.) Full cancellation of old shares Affected ISIN: DEXXX2999999
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 223 of 273 4.) Write-down and conversion of an unstructured bearer bond Affected ISIN: DEXXX4567893 Write-down percentage: 40 Conversion percentage: 30 Effective conversion rate: 0,72 Issue amount per share in EUR: 1 Table 61: Example case 2 – Assumptions The table below shows the calculation of the new pool factor: Calculation of the new pool factor: Outstanding principal amount per unit before write-down and conversion (nominal value in the system of the CSD) in EUR: EUR 1.000 Pool factor (old): 0,5 Write-down percentage: 40 Conversion percentage: 30 Total reduction rate of the outstanding principal amount in %: 70 = 40 + 30 Outstanding principal amount per unit after write-down and conversion in EUR (nominal value in the system of the CSD): EUR 1.000 Pool factor (new): 0,15 = 0,5 * (1 – 70%) Table 62: Example case 2 – Calculation of the new pool factor The following table illustrates the calculation of the technical conversion ratio: Calculation of the amount to be converted and the technical conversion ratio: Relevant amount (to be converted into new shares) per bond in EUR: EUR 157,50 = (EUR 1.000 * 0,5 + EUR 25) * 30% Components of the relevant amount: Numerator of the technical conversion ratio: outstanding principal amount per unit (nominal value in the system of the CSD) in EUR: EUR 1.000 Pool factor (old): 0,5 Outstanding principal amount per unit to be used for conversion in EUR: EUR 150 = 1.000 * 0,5 * 30%
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 224 of 273 Calculation of the amount to be converted and the technical conversion ratio: Accrued interest per unit to be used for conversion in EUR: EUR 7,50 = EUR 25 * 30% Fees and charges per unit to be used for conversion in EUR: n.a. Denominator of the technical conversion ratio: number of new shares per unit: 113,400 = (EUR 157,50 * 0,72) / EUR 1 Technical conversion ratio: EUR 1.000 : 113,400 Table 63: Example case 2 – Calculations of the amount to be converted and technical conversion ratio A.I.3 Cancellation of old shares and example case 3 It is assumed that the effective date of the Resolution Order is 3 December 2020 and the following measures are mandated:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 225 of 273 The following table illustrates the derivation of the technical booking ratio. Calculation of the technical booking ratio: Numerator of the technical booking ratio: outstanding principal amount per unit before write-down and conversion (nominal value in the system of the CSD) in DM: DM 1.000 Write-down percentage: 40 Conversion percentage: 30 Total reduction rate of the outstanding principal amount in %: 70 = 40 + 30 Denominator of the technical booking ratio: Outstanding principal amount per bond after write-down and conversion (nominal value in the system of the CSD) in DM: DM 300 = DM 1.000 * (1 – 70%) Technical booking ratio: DM 1.000 : DM 300 Table 65: Example case 3 – Calculation of the technical booking ratio The following table illustrates the calculation of the technical conversion ratio: Calculation of the amount to be converted and the technical conversion ratio: Relevant amount (to be converted into new shares) per bond in EUR: EUR 153,75 = (DM 1.000 + DM 25) * EUR/DM 0,5 * 30% Components of the relevant amount: Numerator of the technical conversion ratio: outstanding principal amount per unit (nominal value in the system of the CSD) in DM: DM 1.000 Exchange rate on the effective date in price quotation: EUR/DM 0,5 Outstanding principal amount per unit to be used for conversion in EUR: EUR 150 = DM 1.000 * EUR/DM 0,5 * 30% Accrued interest per unit to be used for conversion in EUR: EUR 3,75 = DM 25 * EUR/DM 0,5 * 30% Fees and charges per unit to be used for conversion in EUR: n.a. Denominator of the technical conversion ratio: number of new shares per unit: 110,700 = (EUR 153,75 * 0,72) / EUR 1 Technical conversion ratio: DM 1.000 : 110,700 Table 66: Example case 3 – Calculations of the amount to be converted and technical conversion ratio
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 226 of 273 A.I.4 Cancellation of old shares and example case 4 It is assumed that the effective date of the Resolution Order is 3 December 2020 and the following measures are mandated:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 227 of 273 Calculation of the new pool factor: Total reduction rate of the outstanding principal amount in %: 70 = 40 + 30 Outstanding principal amount per bond after write-down and conversion (nominal value in the system of the CSD) in DM: DM 1.000 Pool factor (new): 0,15 = 0,5 * (1 – 70%) Table 68: Example case 4 – Calculation of the new pool factor The following table illustrates the calculation of the technical conversion ratio: Calculation of the amount to be converted and the technical conversion ratio: Relevant amount (to be converted into new shares) per bond in EUR: EUR 78,75 = (DM 1.000 * 0,5 + DM 25) * EUR/DM 0,5 * 30% Components of the relevant amount: Numerator of the technical conversion ratio: outstanding principal amount per unit (nominal value in the system of the CSD) in DM: DM 1.000 Pool factor (old): 0,5 Exchange rate on the effective date in price quotation: EUR/DM 0,5 Outstanding principal amount per unit to be used for conversion in EUR: EUR 75 = DM 1.000 * 0,5 * EUR/DM 0,5 * 30% Accrued interest per unit to be used for conversion in EUR: EUR 3,75 = DM 25 * EUR/DM 0,5 * 30% Fees and charges per unit to be used for conversion in EUR: n.a. Denominator of the technical conversion ratio: number of new shares per unit: 56,700 = (EUR 78,75 * 0,72) / EUR 1 Technical conversion ratio: DM 1.000 : 56,700 Table 69: Example case 4 – Calculations of the amount to be converted and technical conversion ratio
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 228 of 273 Appendix II – Filling out the templates using example “Samplebank AG” This Appendix explains how to fill out the templates explained in Chapter V.4 using “Samplebank AG” as an example. A.II.1 Initial situation “Samplebank AG” It is assumed that the institution under resolution is a bank in the legal form of a stock corporation. Furthermore, it is assumed that the bank has only issued one class of shares. In addition, the Bank has issued a percentage-quoted unstructured bearer bond, and a percentage-quoted structured bearer bond (reverse convertible) and a structured bearer bond quoted in units (discount certificate) in Germany. In addition, the Bank has issued an international bearer bond in the form of the New Global Note (NGN) through the ICSDs. The role of a Common Safekeeper for the international bearer bond is assumed by Euroclear Bank SA/NV. A bank abroad acts as Common Service Provider. The class of shares forms the Common Equity Tier 1 (CET1) capital of the undertaking and thus belongs to rank 1 of the bail-in sequence. The percentage-quoted unstructured bearer bond as well as the international bearer bond represent instruments of the AT1 rank and rank 2 of the bail-in sequence. The percentage-quoted structured bearer bond belongs to rank 6 of the bailin sequence. All of the bank's instruments were issued in euros. The total outstanding number of shares of the undertaking is 1 billion units, each with a nominal value of EUR 5. This results in a share capital to date of EUR 5 billion. The outstanding aggregate principal amount of the unstructured bearer bond is EUR 2 billion. The outstanding aggregate principal amount of the percentage-quoted structured bearer bond is EUR 1 billion. Of the structured bearer bonds quoted in units, a total of 5 million units were issued. The outstanding aggregate principal amount of the international bearer bond is EUR 1 billion. The reduction, e.g. as a result of redemptions or write-downs and conversion, is mapped for all bearer bonds via the nominal value (no application of the pool factor). The old shares of “Samplebank AG” were not traded on a stock exchange. The bank's bonds issued in Germany (unstructured and structured) are listed on the Frankfurt Stock Exchange and the Stuttgart Stock Exchange. In the Resolution Order published by BaFin on 3 December 2020, it is mandated that the Common Equity Tier 1 instrument is to be cancelled and the instruments of the AT1 rank are to be reduced in full by writedown and conversion. The rank 6 instrument of the bail-in sequence is to be partially converted into new shares. In addition, trading in the company's shares is to be discontinued. The bonds issued by the institution in Germany are to be suspended from trading. When calculating interest or coupons, the write-down and conversion percentages specified in the Resolution Order are to be taken into account. All payments (interest and principal) incurred during the week of technical bail-in implementation must be suspended and, if relevant, made up within two weeks of bail-in. The stock exchanges suspend trading for the instruments of “Samplebank AG” affected by the bail-in. CBF implements settlement blocking for affected instruments. If instructed to do so by “Samplebank AG”, the ICSDs also implement settlement blocking. Together with the resolution authority, the bank has determined that the new shares will initially only be listed on the Frankfurt Stock Exchange. Since the old shares were not traded on any exchange, a “simplified listing application” must be submitted by the bank to the Frankfurt Stock Exchange for the admission of the new shares to trading. In connection with the “simplified listing application”, it is also assumed that the information on the minimum free float of the new shares has already been sent to the exchange by the resolution authority.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 229 of 273 The table below provides an overview of the master data of the instruments affected by the bail-in of “Samplebank AG” and the technical scenarios to be applied to the instruments: Ranking in the creditor hierarchy ISIN Instrument Outstanding Aggregate Principal Amount or total number of units Resolution data Technical Scenario 1 DEXXX2999999 Common stock units 5.000.000.000 Reduction: 100% 1 2 DEXXX4567893 Unstructured bearer bond (percentagequoted) EUR 2.000.000.000 Write-down percentage: 40% Conversion percentage: 60% Effective conversion rate: 0,72 3b 2 XSXXX1234567 International bearer bond EUR 1.000.000.000 Write-down percentage: 40% Conversion percentage: 60% Effective conversion rate: 0,72 C 6 DEXXX9876543 Structured bearer bond (percentagequoted) EUR 1.000.000.000 Write-down percentage: 30% Effective conversion rate: 0,8 5a 6 DEXXX9876514 Structured bearer bond (unit-quoted) units 5.000.000 Conversion percentage: 30% Effective conversion rate: 0,8 5a Table 70: Example case “Samplebank AG” – Information on the instruments affected by the bail-in
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 230 of 273 A.II.2 Documents of "Samplebank AG" – domestic bail-in implementation A.II.2.1 Instruction letter from "Samplebank AG" – domestic bail-in implementation The following is an example of the instruction letter from "Samplebank AG": Instruction Letter for the implementation of the Resolution Order mandated by BaFin on 3 December 2020 To Clearstream Banking AG
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 231 of 273 A.II.2.1.1 Annex I – Operational guidelines of “Samplebank AG” – domestic bailin implementation A.II.2.1.1.1 Technical scenario 1 – cancellation of old shares For the cancellation of old shares (technical scenario 1) the following operational guidelines (example) Operational Guidelines for the implementation of the Resolution Order published on 3 December 2020 -- Samplebank AG -- -- Common stock -- -- ISIN DEXXX2999999 --
Name Samplebank AG CBF Account 111222 Affected ISIN DEXXX2999999 please see also the accompanying Annex II (Worksheet for technical scenario 1) Scenarios applicable to the affected ISIN codes --please delete the non-relevant scenarios--
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 232 of 273 Publication www.samplebank-ag.de [BaFin publication website] CBF Record Date 06.12.2020 CBF Settlement Date n.a. Treatment of open transactions according to CBF compensation rules Treatment of fractional amounts n.a.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 233 of 273 A.II.2.1.1.2 Technical Scenario 3b – Full reduction of bearer bonds by writedown and conversion into new shares For the partial write-down and partial conversion of percentage-quoted unstructured bearer bond into new shares (technical scenario 3b) the operational guidelines as provided below apply (sample). Operational Guidelines for the implementation of the Resolution Order published on 3 December 2020 -- Samplebank AG -- -- Unstructured bearer bond (percentage-quoted) 2015/2025 -- -- ISIN DEXXX4567893 --
Name Samplebank AG CBF Account 111222 Affected ISIN DEXXX4567893 please see also the attached Annex II (Worksheet for technical scenario 3) Scenarios applicable to the affected ISIN codes --please delete the non-relevant scenarios-- 3.b. Full reduction of nominal value (split into “to be converted” and “worthless withdrawal”) of the unstructured bearer bonds with derecognition of old bonds WITH conversion into new shares Technical booking and conversion ratios Technical conversion ratio: EUR 1.000,00 : 442,8000000 new shares, please see also the attached Annex II (Worksheet for technical scenario 3) Explanation Please refer to the attached Annex II ISIN for new shares DEXXX1234567 (according to WM Datenservice) Effective date of suspension of trading 03.12.2020 (Frankfurt Stock Exchange) 03.12.2020 (Stuttgart Stock Exchange) Effective date of settlement blocking 03.12.2020 (according to CBF) Treatment of payments (interest and principal) Due to the full reduction, all payment obligations from the instrument (interest and principal) expire upon the issuance of the Resolution Order on 3 December 2020. Please note: When determining the number of shares for the technical conversion ratio, accrued interest was taken into account.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 234 of 273 Publication www.samplebank-ag.de [BaFin publication website] CBF Record Date 06.12.2020 (according to CBF) CBF Settlement Date 08.12.2020 (according to CBF) Treatment of open transactions according to CBF compensation rules Treatment of fractional amounts The technical conversion ratio contains fractional amounts and the Resolution Order does not provide for rounding down at the level of the individual liability. The fractional amounts (final amounts) per custodian bank are rounded down by CBF. The fractional amounts (final amounts) have to be rounded down by CBF and the custodian banks per participant (participants’ account).
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 235 of 273 A.II.2.1.1.3 Technical Scenario 5a – Partial reduction of bearer bonds by conversion into new shares For the partial write down and partial conversion of the percentage-quoted structured bearer bonds into new shares (technical scenario 5a) the operational guidelines as provided below apply (sample). Operational Guidelines for the implementation of the Resolution Order published on 3 December 2020 -- Samplebank AG -- -- Structured bearer bonds-- -- ISIN DEXXX9876543 --
Name Samplebank AG CBF Account 111222 Affected ISIN DEXXX9876543 DEXXX9876514 Please see also the attached Annex II (Worksheet for technical scenario 5) Scenarios applicable to the affected ISIN codes --please delete the non-relevant scenarios-- 5. Partial reduction of the percentage-quoted structured bearer bonds WITH conversion into new shares Technical booking and conversion ratios Technical conversion ratio for the instrument DEXXX9876543: EUR 1.000,00 : 216,0000000 new shares. Technical exercise ratio for the instrument DEXXX9876514: 1 unit : 27,60000000 new shares. Please see also the attached Annex II (Worksheet for technical scenario 5). Explanation Please refer to the attached Annex II ISIN for new shares DEXXX1234567 (according to WM Datenservice) Effective date of suspension of trading 03.12.2020 (Frankfurt Stock Exchange) 03.12.2020 (Stuttgart Stock Exchange)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 236 of 273 Effective date of settlement blocking 03.12.2020 (according to CBF) Treatment of payments (interest and principal) All payments (interest and principal) that are due in the period from December the 2nd 2020 (request date) up to and including December the 9th 2020 are to be suspended. The information on further treatment of suspended payments will be provided on December the 9th 2020 by e-mail. Please note: When determining the number of shares for the technical conversion ratio, accrued interest was taken into account. Publication www.samplebank-ag.de [BaFin publication website] CBF Record Date 06.12.2020 (according to CBF) CBF Settlement Date 08.12.2020 (according to CBF) Treatment of open transactions according to CBF compensation rules Treatment of fractional amounts The technical conversion ratio does not include fractional amounts.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 237 of 273 A.II.2.1.2 Annex II – Detailed list of instruments of “Samplebank AG” – domestic bail-in implementation A.II.2.1.2.1 Technical scenario 1 – cancellation of old shares Table 71 includes the information to be provided for the technical scenario 1 in the detailed list of instruments: ISIN of the instruments affected by Bail-in (shares) CBF Record Date Outstanding Number of Shares Total Reduction of old Number of Shares in % (always 100%) DEXXX2999999 06.12.2020 1.000.000.000 100 Table 71: Example case “Samplebank AG” – detailed list of instruments (technical scenario 1) A.II.2.1.2.2 Technical Scenario 3b – Full reduction of unstructured bearer bonds through write-down and conversion into shares The table below contains the information to be provided in the detailed list of instruments for the percentage-quoted unstructured bearer bond of "Samplebank AG". The instrument belongs to the AT1 rank or rank 2 of the bail-in sequence. It is fully reduced by write-down (40%) and conversion (60%). Therefore, technical scenario 3b applies. The outstanding principal amount per unit of the bearer bond is EUR 1.000. The effective conversion rate is equal to 0,72. The accrued interest is EUR 25. Table 72: Example case “Samplebank AG“ – detailed list of instruments (technical scenario 3b) ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Denomination (old) Pool Factor (old) Currency of Denomination (old) Total reduction of Denomination (old) in % DEXXX4 567893 06.12.2020 08.12.2020 2.000.000.000,00 0 1.000,00 n.a. EUR 100,0000000 Denomination (new) Pool Factor (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the Booking ratio based on total reduction (Denomination (old)/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) ISIN for new shares 0 n.a. 40,0000000 n.a. n.a. 60,0000000 1.000,00 442,8000000 DEXXX1 234567
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 238 of 273 A.II.2.1.2.3 Technical Scenario 5a – Partial conversion of the percentagequoted structured bearer bonds into shares The table below contains information to be provided in the detailed list of instruments for the structured bearer bond of "Samplebank AG". The instruments belong to rank 6 of the bail-in sequence. They are partially converted into new shares. Technical scenario 5a therefore applies to the instrument. The nominal value of the percentage-quoted structured bearer bond (or reverse convertible) is EUR 1.000. The multiplier is 9.57 units of the underlying. The fair value was estimated at EUR 900. The conversion percentage is 30%. The effective conversion rate is equal to 0,8. There is no nominal value in the case of structured bearer bonds quoted in units (or discount certificates). The multiplier is 1, i.e. the certificate refers to 1 unit of the underlying (or 1 share). The maximum amount (cap) is EUR 120. It should be noted again that a separate detailed list of instruments should be used for the structured bearer bonds (see Chapter V.4.1.1.4).
Guidance Notice – External Bail-in Execution Page 239 of 273 Scenario 5: Partial reduction of structured bonds WITH delivery of new shares ISIN of the instruments affected by Bail-in CBF Record-Date CBF Settlement-Date Outstanding Aggregate Principal Amount (old) Outstanding Aggregate Principal Amount (new) Numerator of the Multiplier (old) Denominator of the Multiplier (old) Numerator of the Multiplier (new) Denominator of the Multiplier (new) Denomination (old) Denomination (new) Pool Factor (old) Pool Factor (new) Minimum Amount Payment (old) Minimum Amount Payment (new) ISIN 06.12.2020 07.12.2020 2.000.000.000 1.400.000.000 1.000 9,57 700 6,69 1.000 700 n.a. n.a. n.a. n.a. ISIN 06.12.2020 07.12.2020 5.000.000 5.000.000 1 0,7 n.a. n.a. n.a. n.a. n.a. n.a. Cap Amount Payment (old) Cap Amount Payment (new) Bonus Amount Payment (old) Bonus Amount Payment (new) ISIN of the underlying Write-down percentage of the instrument (in %) Conversion percentage of the instrument into new shares (in %) ISIN for new shares Numerator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Denominator of the conversion ratio based on smallest transferable unit (smallest transferable unit)/ (amount of new shares) Fair Value Unit of quotation Currency Scenario [ ●] n.a. n.a. n.a. n.a. ISIN 0 30 ISIN 1.000 216,00 900 percentagequoted EUR 5a WT NV … 120 84 n.a. n.a. ISIN 0 30 ISIN 1 27,60 115 unit-quoted EUR 5a WO NV … Table 73: Example case “Samplebank AG“ – detailed list of instruments struct. BBs (tech. sc. 5a)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 240 von 273 A.II.2.2 “Simplified listing application” of “Samplebank AG” Below is a template for the “simplified listing application” using the example of “Samplebank AG”. Simplified Application for Admission of Securities to Exchange Trading in the Regulated Market in the Context of Resolution according to Regulation (EU) No. 806/2014 and the German Recovery and Resolution Act (SAG); dated from 3 December 2020 From: Samplebank AG Wolfgang-Adenauer-Straße 50 60325 Frankfurt am Main In copy to: resolutiontools.ABF14@bafin.de To: Management Board of Frankfurt Stock Exchange c/o Deutsche Börse AG
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 241 of 273
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 242 of 273 3. Description of type and amount of securities to be admitted (section 48 (1) sentence 2 BörsZulV) 3.1 Shares 3.1.1 Description of securities Previous share capital EUR 5.000.000.000,00 New share capital EUR 1.898.400.000,00 Units 1.898.400.000 Common stock No-par-value share Bearer share Dividend payment as from 01.06.2021 Notional par value (issue amount per share) EUR 1 Commercial register registration (expected) 20.12.2020 ISIN DEXXX1234567 3.1.2 Application for admission to trading in the Regulated Market 4. Prospectus and documentation 4.1 Exemption from the obligation to publish a prospectus (section 32 (3) No. 2 BörsG) The publication of a prospectus is not required according to (EU) Regulation 2017/1129 Article 1(5) point (c). 5. A similar application for admission has previously or at the same time been filed with another stock exchange in Germany, in another member state of the European Union (EU) or of the European Economic Area (EEA) or will shortly be filed (section 48 (1) sentence 3 BörsZulV) No Yes, namely: [Name(s) of the exchange(s)] 6. Time schedule* *Please note: Subject to compulsory legal reasons the requested time schedule of the applicants is not binding for the admission procedure. Date and time the issuer has approved admission to trading 04.12.2020 10:00 Date of admission (according to time schedule of BaFin) 06.12.2020 First date of trading [listing date] (according to time schedule of BaFin) 07.12.2020 7. Confirmation according to Article 7(1) and (4) Delegated Regulation (EU) 2017/568 (RTS 17) supplementing the Directive 2014/65/EU (MiFID II) Frankfurt Stock Exchange: The issuer of the securities to be admitted was informed about his obligations under union law. The issuer took notice from the overview published under http://www.deutsche-boerse-cash-market.com/dbcm-de/primarymarket/going-public/zugang-und-antragstellung and http://www.deutsche-boerse-cash-market.com/dbcm-de/primary-market/publikationen/antraege. 8. Signatures (section 32 (2) sentence 1 BörsG, section 48 (1) sentence 1 BörsZulV) 8.1 Signature of the issuer or its proxy agent (Sec 1.1) (Please provide the signatures of all issuers respectively their proxy agents on a separate sheet in case that several issuers apply or of the admission of certificates representing shares) Place Frankfurt am Main Date 04.12.2020
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 243 of 273 Name(s) Mr. Ferdinand Caspar, Ms. Sophie Louisée Signature(s) [Signatures(s)] Appendix – Overview of the filed documents/information* regarding the admission of shares *Please note: The Management Board is authorised to request further documentation. Documents, which are relevant for examination and currently not available in their final version, must be submitted as draft for the time being.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 244 of 273 A.II.3 Documents of ”Samplebank AG” – “ICSD Add-On” Below is an example instruction letter and the supporting documents of "Samplebank AG" to the ICSDs as well as the Common Service Provider (see also task 5 – ICSD Add On in Chapter V.3.6). A.II.3.1 Instruction letter from ”Samplebank AG” – “ICSD Add-On” “Samplebank AG” sends the following instruction letter to the ICSDs and a copy to the Common Service Provider:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 245 of 273 Instruction Letter from the [Bank] / [Agent] to ICSDs To: Euroclear Bank SA/NV Attn. Corporate Actions 1 Boulevard du Roi Albert II 1210 Brussels, Belgium By e-mail in advance: CA.OMK@euroclear.com or ASO.OMK@euroclear.com Clearstream Banking S.A. Attn: Corporate Actions Luxembourg 42 JFK Avenue L-1855 Luxembourg By e-mail in advance: CA_mandatory.events@clearstream.com Copy to: By e-mail in advance to Common Service Provider: common_service_provider@bank.com Dear Sir/Madam, We hereby ask you to execute the write-down and conversion pursuant to Article 21 of the SRMR in conjunction with section 89 of the SAG and of the bail-in pursuant to Article 27 of the SRMR in conjunction with section 90 of the SAG, provided under the Resolution Order mandated by the Federal Financial Supervisory Authority (BaFin) on 3 December 2020 and published on its website at: (“BaFin publication web address”). The details regarding the execution of the write-down and conversion, including the list of the relevant instruments, are hereby attached to this letter as annexes. Your contact persons in charge of the execution of the write-down and conversion at “Samplebank AG” is Mr. Ferdinand Caspar, Phone 123-456, E-Mail: f.caspar@musterbank.de. This letter contains the following Annexes: Annex 1 – Operational guidelines Annex 2 – List of relevant instruments Kind regards, [Signature 1] [Signature 2]
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 246 of 273 A.II.3.1.1 Annex I – Operational guidelines of “Samplebank AG” – “ICSD AddOn” The international bearer bond issued by "Samplebank AG" via the ICSDs will be reduced in full in analogy to the unstructured bearer bond issued by the bank, by writing it down in part and converting it into new shares in part. In the ICSD context, therefore, technical scenario C applies (see Chapter V.3.11). Annex I: Operational guidelines for the execution of the national implementing act published on 3 December 2020 -- Samplebank AG-- -- XS-Bond 18/28 -- -- XSXXX1234567 -- Name Name of the bank/issuer LEI LEI of the bank/issuer Affected ISIN XSXXX1234567 Scenarios applicable to the affected ISINCodes --please delete the non-relevant scenarios-- C Full conversion: full reduction of nominal (XS bonds) AND delivery of new instruments Pool factor (old) (optional, as applicable) n.a. Pool factor (new) (as applicable) n.a. ISIN(s) for new security DEXXX1234567 (according to WM Datenservice) Exchange ratio EUR 1.000,00 : 442,8000000 new shares, please see also the attached Annex II (Excel-file for technical scenario C) Explanation please see the attached Annex II Effective date of suspension of trading n.a. (the instrument is not traded on the domestic stock exchanges) Effective date of settlement blocking The settlement has to be blocked for all open transactions in the instrument as soon as possible. Treatment of interests Due to full reduction of the instrument all payments (interest and principal) are deemed to have been fulfilled with the publication of the Resolution Order on December the 3rd 2020. Note: When determining the number of shares for the technical conversion ratio, accrued interest was taken into account. Publication www.samplebank-ag.de website of BaFin CBF Record Date 06.12.2020 (according to CBF)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 247 of 273 CBF Settlement Date 08.12.2020 (according to CBF) Treatment of open transactions The settlement-blocking has to be applied to all open transactions in the instrument. See also indications in the field “Effective date of settlement blocking”. Treatment of fractional entitlements Information on treatment of fractional amounts: The technical conversion ratio contains no fractional shares (partial rights). Key data for securities created by conversion Instrument category Shares Legal form Bearer shares Type of securitisation No-par value shares with according value per share of 1 Euro Nominal currency Euro Share capital 1.898.400.000,00 EUR Number of shares 1.898.400.000 Currency of the income Euro Minimum tradeable size The minimum quantity of securities that can be transferred is 1 share Selling/Transfer Restrictions on the ICSDs No selling/transfer restrictions on ICSDs Issuer CSD Clearstream Banking Frankfurt (CBF) xxx Placeholder for additional information from agent
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 248 of 273 A.II.3.1.2 Annex II – Detailed list of instruments of “Samplebank AG” – “ICSD Add-On” The table below contains the information to be provided by "Samplebank AG" for the international bearer bond in the detailed list of instruments for ICSDs. Like the unstructured bearer bond of "Samplebank AG", the international bearer bond represents an instrument of the AT1 rank. Within a rank, the same write-down and conversion percentages are applied. This means that the instrument is also written down by 40% and converted into new shares by 60%. In the ICSD context, technical scenario C applies to this bearer bond. The outstanding principal amount per unit of the international bearer bond is EUR 1.000. The effective conversion rate is equal to 0,72. The accrued interest is EUR 25. ISIN of the instruments affected by Bail-in CBF Record Date CBF Settlement Date Outstanding Aggregate Principal Amount according to Global Certificate/ Global Note Denomination (old) Pool factor in % (old) Currency of Denomination (old) Total reduction of nominal value or pool factor in % Denomination (new) XSXXX1 234567 06.12.2020 08.12.2020 1.000.000.000,00 1.000,00 n.a. EUR 100,0000000 0 Pool factor in % (new) Worthless withdrawal of Denomination (old) in % Numerator of the booking ratio based on total reduction (Denomination (old))/ (Denomination (new)) Denominator of the Booking ratio based on total reduction (Denomination (old)/ (Denomination (new)) Conversion percentage of Denomination (old) into new shares (in %) Numerator of the conversion ratio based on Denomination (old) (Denomination (old))/ (amount of new shares) Exchange ratio (number of proceeds per nominal) ISIN for new instruments n.a. 40,0000000 n.a. n.a. 60,0000000 1.000,00 442,8000000 DEXXX1234567 Table 74: Example case “Samplebank AG” – detailed list of instruments (technical scenario C)
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 249 of 273 Appendix III – Positive lists of Resolution Order This appendix explains the positive lists in MS Excel format which, in addition to the annexes to the Resolution Order, will be sent by the resolution authority to the bank, the stock exchanges, CBF, WM Datenservice, the ICSDs, if applicable, and the CDs/CSPs (see task 1 of the domestic bail-in implementation and process task I of the “ICSD Add-On”). The lists are made available to the actors named for easier review and technical processing. Please note, however, that the appendices to the Resolution Order are the legally binding documents. A.III.1 Positive list with the instruments affected by the bail-in The positive list contains all instruments (e.g. bearer bonds, NSV and SSD) affected by the bail-in. It also lists the corresponding write-down percentages, conversion percentages and effective conversion rates per instrument. The resolution authority sends the list to the bank by e-mail together with the Resolution Order and its appendices (see task 1). The bank must check the list for completeness and, if necessary, provide a correcting notification to the resolution authority (see task 5). Liabilities that are excluded legally or by discretion are not included in the list. The list has the following form:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 250 von 273 Instruments affected by Bail-in Eindeutiges Identifizierungsmerkmal für den Vertragspartner (Unique identifier known to the counterparty) Art des eindeutigen Identifizierungsmerkmals (Type of the unique identifier) Herabschreibungsprozentsatz (Write-down percentage) Umwandlungsprozentsatz (Conversion percentage) Operativer Herabschreibungsprozentsatz (Operative writedown percentage) Operativer Umwandlungsprozentsatz (Operative conversion percentage) Grund für abweichende operative Prozentsätze (Reason for deviating operating percentages) Höhe des besicherten Anteils (Amount of the secured portion) Umwandlungssatz (Effective Conversion Rate) DE000XXX111 ISIN 100,0000000% 0,0000000% 100,0000000% 0,0000000% n.a. - 0,000000000 DE000XXX222 ISIN 0,0000000% 100,0000000% 0,0000000% 64,6537200% secured liability95 35.346,28 0,650000000 XS0000YYY222 ISIN 61,4120729% 27,9795214% 61,4120729% 27,9795214% n.a. - 0,720000000 9000XX0333 key no. 100,0000000% 0,0000000% 100,0000000% 0,0000000% n.a. - 0,000000000 4250YY2770 key no. 95,4127080% 4,5872919% 95,4127080% 4,5872919% n.a. - 0,000000000 Table 75: Excerpt from the positive list of instruments affected by the bail-in
95 In the example, it was assumed that the outstanding aggregate principal amount of the secured liability is EUR 100.000,00 and the outstanding nominal value per unit is EUR 1.000,00.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 251 von 273 The following table explains the data points in the list above: The positive list of instruments affected by the bail-in contains the following fields: Field Explanatory notes Eindeutiges Identifizierungsmerkmal für den Vertragspartner Unique identifier known to the counterparty Unique identifier known to the counterparty in accordance with data point 1.4 of the MaBail-in or DE-IRT Bail-in Guidance [ISIN/specific ID]. Art des eindeutigen Identifizierungsmerkmals Type of the unique identifier Type of the unique identifier in accordance with data point 1.5 of the MaBail-in or DE-IRT Bail-in Guidance [short description, e.g. ISIN, key no.]. Herabschreibungsprozentsatz Write-down percentage Write-down percentage with 7 decimal places. Umwandlungsprozentsatz Conversion percentage Conversion percentage with 7 decimal places. Operativer Herabschreibungsprozentsatz Operative write-down percentage Operative write-down percentage with 7 decimal places. Operativer Umwandlungsprozentsatz Operative conversion percentage Operative conversion percentage with 7 decimal places. Grund für abweichende operative Prozentsätze Reason for deviating operative percentages The reason for deviating operative percentages, e.g. “secured liability”. Höhe des besicherten Anteils Amount of the secured portion Amount of the secured portion of the liability according to data point 2.44 of the MaBail-in or DE-IRT-Bail-in-Guidance [Proportional value of the pledge, lien or collateral based on the current internal valuation (see annex II, item 2.44)]. Umwandlungssatz Effective conversion rate Effective conversion rate with 9 decimal places. The conversion rate is given as a number and not as a percentage, e.g. 0,714567951. Table 76: Explanatory notes, positive list of instruments affected by the bail-in
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 252 of 273 A.III.2 Positive list with discretionary exclusions in accordance with section 92 of theSAG This list contains all instruments (e.g. bearer bonds, NSV and SSD) that are excluded from the bail-in in accordance with Article 27(5) of the SRMR or section 92 (1) of the SAG. The statutory exclusions in accordance with Article 27(3) of the SRMR or section 91 (2) of the SAG are not included in this list. If no liabilities are excluded from bail-in on a discretionary basis, the bank receives in this list a notice to that effect or the confirmation. The list has the following form: Discretionary Exclusions Eindeutiges Identifizierungsmerkmal für den Vertragspartner (Unique identifier known to the counterparty) Art des eindeutigen Identifizierungsmerkmals (Type of the unique identifier) [●] [●●] [●●●] US000XXX444 ISIN DE000YYY555 ISIN Table 77: Excerpt from the positive list with discretionary exclusions The following table explains the data points in the list above: The positive list of discretionary exclusions contains the following fields: Field Explanatory notes Eindeutiges Identifizierungsmerkmal für den Vertragspartner Unique identifier known to the counterparty Unique identifier known to the counterparty in accordance with data point 1.4 of the MaBail-in or DE-IRT Bail-in Guidance [ISIN/specific ID]. Art des eindeutigen Identifizierungsmerkmals Type of the unique identifier Type of the unique identifier in accordance with data point 1.5 of the MaBail-in or DE-IRT Bail-in Guidance [short description, e.g. ISIN, key no.]. [●] and additional The number of columns can vary. The columns contain the reasons for the discretionary exclusions. Table 78: Explanatory notes, positive list with discretionary exclusions A.III.3 Positive list with instruments for the suspension of payments The positive list with (centrally deposited) instruments affected by the bail-in for which payments (interest and/or principal) have to be suspended is sent by the resolution authority in Excel format to the bank, the WM Datenservice, the CBF, if necessary to the ICSDs and the CDs/CSPs. In addition, the bank receives another positive list of non-centrally deposited instruments and must ensure that payments for these are also suspended (see tasks 1 and 5). The lists are explained in detail in the following sections.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 253 of 273 A.III.3.1 Positive list for the suspension of payments: centrally deposited instruments The bank, WM Datenservice, CBF, ICSDs, if applicable, and CDs/CSPs96 receive a list of centrally deposited instruments for which payments are to be suspended. This Excel list is divided into two tables: The first table contains centrally deposited instruments that are not fully reduced as part of the bail-in (0% < reduction < 100%). For the non-reduced parts of the instruments, a suspension of payment will be ordered in the Resolution Order. The reduced parts of the instruments are deemed to be fulfilled pursuant to section 99 of the SAG, so that no suspension of payment can be ordered in the Resolution Order. The institution and the CSD must ensure that no payments are made for these parts of the instruments, as these parts no longer exist. Suspension of Payments (0% < Reduction < 100%) Eindeutiges Identifizierungsmerkmal für den Vertragspartner (Unique identifier known to the counterparty) Art des eindeutigen Identifizierungsmerkmals (Type of the unique identifier) Datum des nächsten Zinszahlungszeitpunkts (Date of the next interest payment) Datum des nächsten (Teil-)Tilgungszeitpunkts (Date of the next (partial) principal payment) Erster Tag der Zahlungsaussetzung (First day of suspension of payment) Letzter Tag der Zahlungsaussetzung (Last day of suspension of payment) DE9000XX0123 ISIN 2020-12-07 2020-12-07 2020-12-03 2020-12-12 XS4250YY2456 ISIN 2020-12-07 2020-12-01 2020-12-03 2020-12-12 Table 79: Excerpt from the positive list for the suspension of payments – Table 1 The second table includes centrally deposited instruments that are fully reduced as part of the bail-in (reduction = 100%). All payment obligations resulting from these liabilities are deemed to be fulfilled in accordance with section 99 of the SAG, so that a suspension of payments can no longer be ordered in the Resolution Order. The institution has to ensure here that no payments are made for these instruments, as the instruments no longer exist. Suspension of Payments (Reduction = 100%) Eindeutiges Identifizierungsmerkmal für den Vertragspartner (Unique identifier known to the counterparty) Art des eindeutigen Identifizierungsmerkmals (Type of the unique identifier) Datum des nächsten Zinszahlungszeitpunkts (Date of the next interest payment) Datum des nächsten (Teil-)Tilgungszeitpunkts (Date of the next (partial) principal payment) Erster Tag der Zahlungsaussetzung (First day of suspension of payment) Letzter Tag der Zahlungsaussetzung (Last day of suspension of payment) DE9000XX0897 ISIN 2020-12-08 2020-12-08 2020-12-03 2020-12-12 XS1230YY2000 ISIN 2020-12-10 2020-12-01 2020-12-03 2020-12-12 Table 80: Excerpt from the positive list for the suspension of payments – Table 2 The following table explains the data points in the lists above:
96 The ICSDs and the CDs/CSPs receive a positive list for suspension of payment with XS-ISIN.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 254 of 273 The positive list with instruments for the suspension of payments contains the following fields: Field Explanatory notes Eindeutiges Identifizierungsmerkmal für den Vertragspartner Unique identifier known to the counterparty Unique identifier known to the counterparty in accordance with data point 1.4 of the MaBail-in or DE-IRT Bail-in Guidance [ISIN/specific ID]. Art des eindeutigen Identifizierungsmerkmals Type of the unique identifier Type of the unique identifier [ISIN] in accordance with data point 1.5 of the MaBail-in or DE-IRT Bail-in Guidance. Datum des nächsten Zinszahlungszeitpunkts Date of the next interest payment Date of the next interest payment [YYYY-MM-DD] in accordance with data point 1.27 of the MaBail-in or DE-IRT Bail-in Guidance. Datum des nächsten (Teil-)Tilgungszeitpunkts Date of the next (partial) principal payment Date of the next (partial) principal payment [YYYY-MM-DD] in accordance with data point 1.28 of the MaBail-in or DE-IRT Bail-in Guidance. Erster Tag der Zahlungsaussetzung First day of suspension of payment Start of the period during which payments must be suspended [YYYY-MMDD]. Letzter Tag der Zahlungsaussetzung Last day of suspension of payment End of the period during which payments must be suspended [YYYY-MM-DD]. Table 81: Explanatory notes, positive list for the suspension of payments A.III.3.2 Positive list for the suspension of payments: instruments not held by central securities depositories The bank receives an MS Excel list from the resolution authority with instruments not held by central securities depositories (e.g. SSD, NSV) for which payments (interest and/or principal) are to be suspended. The structure of the positive list is identical to the list described in Chapter A.III.3.1. A.III.4 Positive list with instruments for the suspension of trading The bank, the exchange(s) and the CBF receive an Excel list with instruments for which trading is to be suspended, unless a suspension of trading is ordered generally for all instruments of the institution. The Excel list consists of two tables:
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 255 of 273 The first table lists all instruments that are not fully reduced as part of the bail-in (0% < reduction < 100%) and for which a suspension of trading is ordered in the Resolution Order. The second table lists the instruments that are fully reduced under the bail-in (reduction = 100%). Trade Suspension (0% < Reduction < 100%) Trade Suspension (Reduction = 100%) Eindeutiges Identifizierungsmerkmal für den Vertragspartner (Unique identifier known to the counterparty) Art des eindeutigen Identifizierungsmerkmals (Type of the unique identifier) Eindeutiges Identifizierungsmerkmal für den Vertragspartner (Unique identifier known to the counterparty) Art des eindeutigen Identifizierungsmerkmals (Type of the unique identifier) DE9000XX0897 ISIN DE000XXBOM73 ISIN XS1230YY5000 ISIN XS1230YY8000 ISIN Table 82: Excerpt from the positive list for the suspension of trading The following table explains the data points in the lists above: The positive list for the suspension of trading contains the following fields: Field Explanatory notes Eindeutiges Identifizierungsmerkmal für den Vertragspartner Unique identifier known to the counterparty Unique identifier known to the counterparty in accordance with data point 1.4 of the MaBail-in or DE-IRT Bail-in Guidance [ISIN/specific ID]. Art des eindeutigen Identifizierungsmerkmals Type of the unique identifier Type of the unique identifier in accordance with data point 1.5 of the MaBail-in or DE-IRT Bail-in Guidance [ISIN]. Table 83: Explanatory notes, positive list for the suspension of trading
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 256 of 273 Appendix IV – Positive list of the write-up order This appendix explains the positive list in MS Excel format that is sent by the resolution authority to the bank, CBF and WM Datenservice in addition to the annexes to the write-up order. The lists are made available to the actors named for easier review and technical processing. Please note, however, that the annexes to the write-up order are the legally binding documents. Positive list with the instruments affected by the write-up: The positive list contains all instruments affected by the write-up (in this supplement only the unstructured bearer bonds). It also lists the corresponding write-up percentages, conversion percentages and effective conversion rates per instrument. The resolution authority sends the list to the bank by email together with the write-up order and its annexes. The bank must check the list for completeness and, if necessary, provide a correcting notification to the resolution authority. The list has the following form: Instruments affected by a write-up Eindeutiges Identifizierungsmerkmal für den Vertragspartner (Unique identifier known to the counterparty) Art des eindeutigen Identifizierungsmerkmals (Type of the unique identifier) Heraufschreibungsprozentsatz (Write-up percentage) Barausgleichsprozentsatz Cash compensation percentage) DE000XXX111 ISIN 100,0000000% n.a. DE000XXX222 ISIN 0.0000000% n.a. DE000XXX333 ISIN n.a. 40,1234567% XS0000YYY222 ISIN 61,4120729% n.a. 9000XX0333 Key no. 100,0000000% n.a. 4250YY2770 Key no. 95,4127080% n.a. Table 84: Excerpt from the positive list with instruments for the write-up The following table explains the data points in the list above: The positive list of instruments affected by the bail-in contains the following fields: Field Explanation Eindeutiges Identifizierungsmerkmal für den Vertragspartner Unique identifier known to the counterparty Unique identifier known to the counterparty according to data point 1.4 of MaBail-in or DE-IRT-Bail-in-Guidance [ISIN/specific ID]. Art des eindeutigen Identifizierungsmerkmals Type of the unique identifier Type of the unique identifier in accordance with data point 1.5 of the MaBail-in or DE-IRT Bail-in Guidance [short description, e.g. ISIN, key no.].
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 257 of 273 The positive list of instruments affected by the bail-in contains the following fields: Field Explanation Heraufschreibungsprozentsatz Write-up percentage Write-up percentage with 7 decimal places. Barausgleichsprozentsatz Cash compensation percentage Cash compensation percentage with 7 decimal places. Table 85: Explanatory notes, positive list with affected instruments for the write-up
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 258 of 273 Appendix V – Sample template of the Resolution Order This appendix contains a legally non-binding and incomplete template of a Resolution Order for information and illustrative purposes.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 259 von 273 Sample template of a Resolution Order in accordance with the section 4.1, paragraphs 10, 11(i) of the Guidelines to resolution authorities on the publication of the write-down and conversion and bail-in exchange mechanic (EBA/GL/2023/01) Note: The sample template is non-binding. We expressly reserve the right to make modifications, additions and changes in specific cases. General Administrative Act of the Federal Financial Supervisory Authority (BaFin) Reference: [●] Date: [●] Resolution Order relating to [name of institution with legal form] Announcement dated [●] in accordance with section 137 (1) sentence 1 of the Recovery and Resolution Act (SAG) in conjunction with section 41 (3) and (4) of the Administrative Procedure Act (VwVfG) in conjunction with section 17 (2) of the Act Establishing the Federal Financial Supervisory Authority (FinDAG) for the purpose of announcing the General Administrative Act of the Federal Financial Supervisory Authority (“BaFin”) as of [the same date // [●]] regarding the resolution of [name of institution with legal form].
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 260 of 273 The Federal Financial Supervisory Authority (BaFin) is enacting the following General Administrative Act: I. Resolution of [name of institution with legal form]
97 Note: The module will be deleted in full, if there is no change in legal form.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 261 of 273 III. Participation of holders of capital instruments and creditors (bail-in tool) 3. Write-down and conversion 3.1 The authorisation to write down and convert relevant capital instruments in accordance with Article 21 of Regulation (EU) No. 806/2014 (the “SRMR”) in conjunction with section 89 of the German Bank Recovery and Resolution Act (the “SAG”) and the bail-in tool in accordance with Article 27 of the SRMR in conjunction with section 90 of the SAG is being applied to the institution in accordance with the following provisions. 3.2 The total amount of the institution’s capital instruments and liabilities to be written down to ensure that the net asset value of the institution is zero or, in the case of an imminent loss, does not fall below zero, is set at EUR [●]. 3.3 The total amount of the institution’s capital instruments and liabilities that are converted into shares or other Common Equity Tier 1 instruments at the institution in order to restore the required Common Equity Tier 1 capital ratio of the institution, to ensure sufficient market confidence in the institution, to enable it to continue to meet the conditions for authorisation and to continue the activities for which it is authorised under Directives 2013/36/EU or 2014/65/EU for a period of at least one year, is set at EUR [●]. 3.4 For the purposes of the following provisions, the “effective date amount” means the sum of the nominal value or, if lower, the residual amount of a capital instrument or liability still outstanding as at the effective date of the resolution plus, if any, the interest and fees accrued up to the effective date of the resolution in accordance with the applicable agreements or arrangements, irrespective of whether and to what extent the respective principal, interest or fee liability has already fallen due as at the effective date of the resolution, and irrespective of whether the respective capital instrument or liability 3.4.1 is subject to the law of the Federal Republic of Germany or another Member State of the European Union or a third country within the meaning of section 2 (3) no. 12 of the SAG (a “third country”), and irrespective of the currency in which the respective capital instrument or liability is denominated, 3.4.2 is known to the institution or BaFin on the effective date of the resolution or 3.4.3 must be recognised as a liability item in a balance sheet of the institution to be prepared in accordance with the applicable accounting principles as at the effective date of the resolution. 3.5 The “write-down percentage” means the portion of the effective date amount of the respective capital instrument or the respective liability written down as a percentage in accordance with paragraphs 6 and 8 of this Resolution Order. 3.6 The “conversion percentage” means the portion of the converted effective date amount of the respective capital instrument or the respective liability as a percentage in accordance with paragraphs 7 and 9 of this Resolution Order.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 262 of 273 3.7 The “converted portion” of a capital instrument or a liability means the portion of the amount of the respective capital instrument or the respective liability converted in accordance with paragraphs 7 and 9 of this Resolution Order. The converted portion is calculated by multiplying the effective date amount by the conversion percentage. 3.8 The “effective conversion rate” of a capital instrument or liability means the factor specified in paragraphs 7 and 9 of this Resolution Order with which the converted portion of the respective capital instrument or liability is converted into shares of the institution in accordance with paragraph 10 of this Resolution Order. 4. Order for [dilution of shareholders and] 98 retirement of shares[ 99] 4.1 [The interests of the previous owners will be diluted. For this purpose, their shares will initially be retired in accordance with paragraph 4.2. They will then receive new shares in accordance with paragraph [●].] 100 4.2 The shares in the institution existing as at the effective date of the resolution before the resolution actions take effect will be retired in full with effect from the effective date of the resolution. [●] 5. Order to cancel other Common Equity Tier 1 instruments[ 101] 5.1 All instruments issued by the institution that exist on the effective date of the resolution before the effective date of resolution actions and that are recognised by the institution in whole or in part as Common Equity Tier 1 instruments for the purposes of meeting own funds requirements within the meaning of Articles 28, 29 or 31 of Regulation (EU) No. 575/2013, including those instruments that fall under Article 484(3) of Regulation (EU) No 575/2013, in particular the Common Equity Tier 1 instruments listed in detail in Annex [●] to this Resolution Order, will be fully cancelled with effect as at the effective date of the resolution. [●] 6. Order to write down capital instruments[ 102] 6.1 The relevant capital instruments within the meaning of Article 3(1)(51) of the SRMR listed in the following (referred to in the following as the “write-down instruments”) will be written down as follows:[ 103] 6.1.1 The effective date amounts of all instruments issued by the institution as at the effective date of the resolution before the effective date of resolution actions that are recognised
98 Note: Applies only if the net asset value > 0 (dilution in accordance with section 100 (1) sentence 1 of the SAG). If the net asset value is ≤ 0, the text in square brackets will be deleted. 99 Note: In the event of a change in legal form, corresponding orders will be issued for the previous owners. 100 Note: Applies only if the net asset value > 0 (dilution in accordance with section 100 (1) sentence 1 of the SAG). If the net asset value is ≤ 0, the paragraph will be deleted. 101 Note: The section will be deleted in full, if there are no other Common Equity Tier 1 instruments. The section will be amended if the net asset value > 0. 102 Note: The section will be deleted in full, if no capital instruments are written down. 103 Note: The individual sections will be deleted, if the relevant instruments are not written down.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 263 of 273 by the institution, in whole or in part, as Additional Tier 1 instruments for the purposes of meeting own funds requirements within the meaning of Article 52 of Regulation (EU) No. 575/2013, including those instruments that fall under Article 484(4) of Regulation (EU) No. 575/2013, in particular the effective date amounts of the Additional Tier 1 instruments listed in detail in Annex [●] to this Resolution Order, will be written down by [●]% (write-down percentage) with effect as at the effective date of the resolution. 6.1.2 The effective date amounts of all instruments issued by the institution as at the effective date of the resolution before the effective date of resolution actions that are recognised by the institution, in whole or in part, as Tier 2 instruments for the purposes of meeting own funds requirements within the meaning of Article 63 of Regulation (EU) No. 575/2013, including those instruments that fall under Article 484(5) of Regulation (EU) No. 575/2013, in particular the effective date amounts of the Tier 2 instruments listed in detail in Annex [●] to this Resolution Order, will be written down by [●]% (write-down percentage) with effect as at the effective date of the resolution. 6.2 If the write-down instruments are only partially recognised for the purposes of meeting the institution’s own funds requirements, the write-down also applies to that portion of the write-down instrument that is not recognised for the purposes of meeting the own funds requirements. 6.3 As a result of the write-down, the effective date amount of the respective write-down instrument is reduced by the relevant write-down portion. The holders of the write-down instruments will not receive any consideration, settlement or compensation for the loss of their respective rights as a result of the write-down by virtue of this Resolution Order. 7. Order to convert capital instruments[ 104] 7.1 The relevant capital instruments within the meaning of Article 3(1)(51) of the SRMR (the “conversion instruments”) will be converted as follows:[ 105] 7.1.1 The effective date amounts of all instruments issued by the institution as at the effective date of the resolution before the effective date of resolution actions that are recognised by the institution, in whole or in part, as Additional Tier 1 instruments for the purposes of meeting own funds requirements within the meaning of Article 52 of Regulation (EU) No. 575/2013, including those instruments that fall under Article 484(4) of Regulation (EU) No. 575/2013, in particular the effective date amounts of the Additional Tier 1 instruments listed in detail in Annex [●] to this Resolution Order, will be converted into shares of the institution with effect as at the effective date of the resolution in the amount of [●]% (conversion percentage). An effective conversion rate of [●] applies. The conversion will be implemented in accordance with the provisions of paragraph [10 // [●]] of this Resolution Order. 7.1.2 The effective date amounts of all instruments issued by the institution as at the effective date of the resolution before the effective date of resolution actions that are recognised by the institution, in whole or in part, as Tier 2 instruments for the purposes of meeting own funds requirements within the meaning of Article 63 of Regulation (EU) No. 575/2013, including those instruments that fall under Article 484(5) of Regulation (EU) No. 575/2013, in particular the effective date amounts of the Tier 2 instruments listed in detail in Annex [●] to this Resolution Order, will be converted into shares of the institu-
104 Note: The section will be deleted in full, if no capital instruments are converted. 105 Note: The individual paragraphs will be deleted, if the relevant instruments are not converted.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 264 of 273 tion with effect as at the effective date of the resolution in the amount of [●]% (conversion percentage). An effective conversion rate of [●] applies. The conversion will be implemented in accordance with the provisions of paragraph [10 // [●]] of this Resolution Order. 7.2 If the conversion instruments are only partially recognised for the purposes of meeting the institution’s own funds requirements, the conversion also applies to that portion of the conversion instrument that is not recognised for the purposes of meeting the own funds requirements. 7.3 To the extent that the conversion instruments are written down in accordance with paragraph 7, they are not subject to conversion into shares of the institution. 7.4 As a result of the conversion, the effective date amount of the respective conversion instrument will be reduced by the applicable converted portion. In return, the holder of the respective conversion instrument will receive shares of the institution in accordance with the provisions of item [10 // [●]]. In addition, the holders of the conversion instruments will not receive any consideration, settlement or compensation for the loss of their respective rights as a result of the conversion by virtue of this Resolution Order. 8. Order to write down liabilities[ 106] 8.1 If they are bail-inable liabilities within the meaning of Article 3(1)(49) of the SRMR, the following listed liabilities (the “write-down liabilities”) will be written down as follows:[ 107] 8.1.1 The effective date amounts of all liabilities of the institution existing as at the effective date of the resolution before the effective date of resolution actions that are to be satisfied in accordance with section 39 (1) or (2) of the German Insolvency Code in insolvency proceedings following the liabilities in accordance with paragraph 8.1.2, in particular the effective date amounts of the subordinated liabilities (rank 1) listed in detail in Annex [●] to this Resolution Order, will be written down by [●]% (in words: [●] percent) (write-down percentage) with effect as at the effective date of the resolution. 8.1.2 The effective date amounts of all liabilities of the institution existing as at the effective date of the resolution before the effective date of resolution actions that are to be satisfied in insolvency proceedings in accordance with section 39 (1) or (2) of the German Insolvency Code following the liabilities in accordance with paragraph 8.1.3 and prior to the liabilities in accordance with paragraph 8.1.1, in particular the effective date amounts of the subordinated liabilities (rank 2) listed in detail in Annex [●] to this Resolution Order, will be written down by [●]% (write-down percentage) with effect as at the effective date of the resolution. 8.1.3 The effective date amounts of all liabilities of the institution existing as at the effective date of the resolution before the effective date of resolution actions that are to be satisfied in insolvency proceedings in accordance with section 39 (1) or (2) of the German Insolvency Code following the liabilities in accordance with paragraph 8.1.4 and prior to the liabilities in accordance with paragraph 8.1.2, in particular the effective date amounts of the subordinated liabilities (rank 3) listed in detail in Annex [●] to this Resolution Order, will be written down by [●]% (write-down percentage) with effect as at the effective date of the resolution.
106 Note: The section will be deleted in full, if no liabilities are written down. 107 Note: The individual paragraphs will be deleted, if relevant classes of liabilities are not written down.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 265 of 273 8.1.4 The effective date amounts of all debt instruments of the institution in accordance with section 46f (6) sentence 1 and subsection (9) of the German Banking Act existing as at the effective date of the resolution before the effective date of resolution actions, in particular the effective date amounts of the debt instruments listed in detail in Annex [●] to this Resolution Order, will be written down by [●]% (write-down percentage) with effect as at the effective date of the resolution. 8.1.5 The effective date amounts of all liabilities of the institution existing as at the effective date of the resolution before the effective date of resolution actions that are to be satisfied in insolvency proceedings in accordance with section 46f (5) of the German Banking Act in conjunction with section 38 of the German Insolvency Code prior to the debt instruments, in particular the effective date amounts of the liabilities listed in detail in Annex [●] to this Resolution Order, will be written down by [●]% (write-down percentage) with effect as at the effective date of the resolution. 8.1.6 The effective date amounts of all eligible deposits of natural persons, microenterprises and small and medium-sized enterprises within the meaning of section 46f (4) number 2 of the German Banking Act existing as at the effective date of the resolution before the effective date of resolution actions, in particular the effective date amounts of the deposits listed in detail in Annex [●] to this Resolution Order, will be written down by [●]% (write-down percentage) with effect as at the effective date of the resolution. 8.2 As a result of the write-down, the effective date amount of the respective write-down liability is reduced by the relevant write-down portion. The creditors of the write-down liabilities will not receive any consideration, settlement or compensation for the loss of their respective rights as a result of the write-down by virtue of this Resolution Order. 9. Order to convert liabilities[ 108] 9.1 If they are bail-inable liabilities within the meaning of Article 3(1)(49) of the SRMR, the following listed liabilities (the “conversion liabilities”) will be converted as follows:[ 109] 9.1.1 The effective date amounts of all liabilities of the institution existing as at the effective date of the resolution before the effective date of resolution actions that are to be satisfied in accordance with section 39 (1) or (2) of the German Insolvency Code in insolvency proceedings following the liabilities in accordance with paragraph 9.1.2, in particular the effective date amounts of the subordinated liabilities (rank 1) listed in detail in Annex [●] to this Resolution Order, will be converted into shares of the institution in the amount of [●]% (conversion percentage) with effect as at effective date of the resolution. An effective conversion rate of [●] applies. The conversion will be implemented in accordance with the provisions of paragraph [10 // [●]] of this Resolution Order. 9.1.2 The effective date amounts of all liabilities of the institution existing as at the effective date of the resolution before the effective date of resolution actions that are to be satisfied in insolvency proceedings in accordance with section 39 (1) or (2) of the Insolvency Code following the liabilities in accordance with paragraph 9.1.3 and prior to the liabilities in accordance with paragraph 9.1.1, in particular the effective date amounts of the subordinated liabilities (rank 2) listed in detail in Annex [●] to this Resolution Order, will be converted into shares of the institution in the amount of [●]% (conversion percentage) with effect as at the effective date of the resolution. An effective conversion rate of [●]
108 Note: The section will be deleted in full, if no liabilities are converted. 109 Note: The individual paragraphs will be deleted, if relevant classes of liabilities are not converted. More paragraphs will be added if further classes of liabilities are converted.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 266 of 273 applies. The conversion will be implemented in accordance with the provisions of paragraph [10 // [●]] of this Resolution Order. 9.1.3 The effective date amounts of all liabilities of the institution existing as at the effective date of the resolution before the effective date of resolution actions that are to be satisfied in insolvency proceedings in accordance with section 39 (1) or (2) of the Insolvency Code following the liabilities in accordance with paragraph 9.1.4 and prior to the liabilities in accordance with paragraph 9.1.2, in particular the effective date amounts of the subordinated liabilities (rank 3) listed in detail in Annex [●] to this Resolution Order, will be converted into shares of the institution in the amount of [●]% (conversion percentage) with effect as at the effective date of the resolution. An effective conversion rate of [●] applies. The conversion will be implemented in accordance with the provisions of paragraph [10 // [●]] of this Resolution Order. [●] 9.1.4 The effective date amounts of all debt instruments of the institution in accordance with section 46f (6) sentence 1 and subsection (9) of the German Banking Act existing as at the effective date of the resolution before the effective date of resolution actions, in particular the effective date amounts of the debt instruments listed in detail in Annex [●] to this Resolution Order, will be converted into shares of the institution in the amount of [●]% (conversion percentage) with effect as at the effective date of the resolution. An effective conversion rate of [●] applies. The conversion will be implemented in accordance with the provisions of paragraph [10 // [●]] of this Resolution Order. 9.1.5 The effective date amounts of all liabilities of the institution existing as at the effective date of the resolution before the effective date of resolution actions that are to be satisfied in insolvency proceedings in accordance with section 46f (5) of the German Banking Act in conjunction with section 38 of the German Insolvency Code prior to the debt instruments within the meaning of paragraph 9.1.4, in particular the effective date amounts of the liabilities listed in detail in Annex [●] to this Resolution Order, will be converted into shares of the institution in the amount of [●]% (conversion percentage) with effect as at the effective date of the resolution. An effective conversion rate of [●] applies. The conversion will be implemented in accordance with the provisions of paragraph [10 // [●]] of this Resolution Order. [●] 9.1.6 The effective date amounts of all eligible deposits of natural persons, microenterprises and small and medium-sized enterprises within the meaning of section 46f (4) number 2 of the German Banking Act existing as at the effective date of the resolution before the effective date of resolution actions, in particular the effective date amounts of the deposits listed in detail in Annex [●] to this Resolution Order, will be converted into shares of the institution in the amount of [●]% (conversion percentage) with effect as at the effective date of the resolution. An effective conversion rate of [●] applies. The conversion will be implemented in accordance with the provisions of paragraph [10 // [●]] of this Resolution Order. 9.2 To the extent that the conversion liabilities are written down in accordance with paragraph 8, they are not subject to conversion into shares of the institution. 9.3 As a result of the conversion, the effective date amount of the respective conversion liability will be reduced by the applicable converted portion. In return, the creditor of the respective conversion liability will receive shares of the institution in accordance with the provisions of para-
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 267 of 273 graph [10 // [●]]. In addition, the creditors of the conversion liabilities will not receive any consideration, settlement or compensation for the loss of their respective rights as a result of the conversion by virtue of this Resolution Order. 10. Order for a capital increase and calculation of the conversion [and dilution] [●] 11. Order for the exclusion of liabilities from the bail-in tool The following liabilities of the institution are excluded from the write-down and conversion of liabilities in accordance with paragraphs 8, 9 and [10 // [●]] of this Resolution Order (application of the bail-in tool): [●]110 12. Invitation to depositors with increased coverage level 12.1 Creditors of covered deposits with an increased coverage level within the meaning of section 8 (2) of the German Deposit Guarantee Act or a comparable provision in another Member State of the European Union implementing Article 6 (2) of Directive 2014/49/EU ("covered deposits with an increased coverage level”) are hereby invited in accordance with section 91 (2) no. 1 of the SAG to substantiate to BaFin the existence of the increased coverage level in accordance with the following provisions: 12.1.1 The existence of the increased coverage level must be substantiated in writing with proof of the facts substantiating the claim. 12.1.2 The written substantiation must be submitted to BaFin within a period of one month, calculated from the effective date of the resolution. The income mail stamp at BaFin is decisive. 12.1.3 The written substantiation must be sent to BaFin at the following address: [●] 12.2 The creditors of covered deposits with an increased cover amount are informed that the bail-in tool in the form of write-down and conversion in accordance with paragraphs 8 and 9 and [10 // [●]] of this Resolution Order will also be applied to covered deposits with an increased coverage level, to the extent that the coverage level under section 8 (1) of the Deposit Guarantee Act or Article 6(1) of Directive 2014/49/EU is exceeded, unless the respective depositor substantiates the existence of the increased coverage level to BaFin in accordance with the provisions in paragraph 12.1 above. 13. Orders on the Articles of Association and on actions required to be registered
110 Note: Description of the liabilities that are excluded from the bail-in on the basis of discretion exercised in accordance with Article 27(5) of the SRMR.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 268 of 273 13.1 The articles of association of the institution will be amended as follows by virtue of this Resolution Order with effect from the effective date of the resolution: [ 111] [●] 14. Implementation of write-down and conversion 14.1 The executive board of the institution must take all appropriate and necessary measures within twelve hours of issue of the Resolution Order to ensure the external execution of the write-down and conversion in accordance with section 4.3 of BaFin’s Circular 02/2024 (A) – Minimum Requirements for Implementing a Bail-in (MaBail-in), which BaFin published on its website on 16 March 2024 (available at BaFin – News – Circular 02/2024 (A) – Minimum requirements for Implementing ...), i.e. to support the technical implementation of the write-down and conversion and issue of new shares of the company by the affected financial market infrastructures. To do this, the executive board must in particular 14.1.1 prepare and send the instruction letter together with the associated accompanying documents in accordance with task 5 of the Guidance Notice on external bail-in execution published by BaFin on its website on 4 July 2024 (available at BaFin - News - External bail-in execution: BaFin publishes updated ...) or – if an agent is engaged by the institution – to have this letter prepared and sent by the agent; 14.1.2 take all other measures and carry out all other tasks set out for the institution in the Guidance Notice on external bail-in execution. 14.2 The executive board of the institution must take all appropriate and necessary measures within 24 hours of receiving the necessary information in order to carry out the internal execution of the write-down and conversion in accordance with section 4.3 of BaFin’s Circular 02/2024 (A) – Minimum requirements for implementation of a bail-in (MaBail-in), which BaFin published on its website on 16 March 2024 (available at BaFin – News – Circular 02/2024 (A) – Minimum requirements for Implementing ...). To do this, the executive board must carry out the technical and accounting recording of the write-down and conversion on the basis of this Resolution Order and incorporating the calculations under section 4.2 of BaFin’s Circular 02/2024 (A) – Minimum requirements for implementation of a bail-in (MaBail-in) in the balance sheet and the income statement. 14.3 The above provisions apply, with the necessary modifications, to any other person exercising control over the institution. 15. Order to prepare a restructuring plan[ 112] 15.1 The executive board of the institution must prepare a restructuring plan in accordance with paragraphs 15.2 to [●] within one month of the effective date of the resolution and submit it for approval to BaFin. The restructuring plan within the meaning of sentence 1 of this paragraph 1 is deemed to be a reorganisation plan for the purposes of Article 27(2) subparagraph 1 and paragraph (16) of the SRMR. 15.2 The primary goal of the restructuring plan is to ensure the long-term viability of the institution. Long-term viability is deemed to have been achieved if the business activities of the institution
111 Note: The section will be deleted, if the legal form is changed and, as a result, provisional articles of association are ordered in accordance with paragraph 2.3. 112 Note: Only applies to the bail-in in accordance with Article 27(1) subparagraph 1(a) of the SRMR (open bank bail-in). The section will be deleted in its entirety, if sections 8 and 9 (write-down and conversion of liabilities) are deleted.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 269 of 273 can be continued under economically viable and sustainable conditions. This includes, among other things, [●]. 15.3 As a minimum, the restructuring plan covers the following measures: [●]. IV. Deposit guarantee scheme[ 113] 16. Liability of the deposit guarantee scheme [Alternative 1: Determination of the liability amount in the Resolution Order] 16.1 The [name of the deposit guarantee scheme] (“deposit guarantee scheme”) is liable in accordance with Article 79 of the SRMR and section 145 of the SAG in the amount of EUR [●] (in words: [●] euros). 16.2 The deposit guarantee scheme must pay this amount to the institution by [●] ([●] CET). 16.3 The amount must be paid into account designated for this purpose. [Alternative 2: Determination of the amount of liability by separate administrative act] 16.4 The [name of the deposit guarantee scheme] (“deposit guarantee scheme”) is liable in accordance with Article 79 of the SRMR and section 145 of the SAG. 16.5 The amount for which the deposit guarantee scheme is liable will be determined by a separate administrative act in which the payment arrangements are also specified. V. Application of further resolution powers 17. Appointment of a special manager [●] 18. Temporary suspension of contractual obligations[ 114] 18.1 Subject to paragraph 18.2, [all/the following] payment and delivery obligations of the institution under contracts to which it is a contracting party will be suspended until [weekday] 115 , [●], 24.00 CET (in words: twenty four hours CET): [●]
113 Note: This section is relevant, if there is recourse to the deposit guarantee scheme. If not, the section will be deleted. 114 Note: The section will be deleted in full, if this is not ordered. 115 Note: This is the business day following publication of the Resolution Order.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 270 of 273 18.2. The following are excluded from the suspension under paragraph 18.1: 18.2.1 refundable or eligible deposits within the meaning of Article 2(1)(4) of Directive 2014/49/EU or within the meaning of section 2 (3) number 13 of the SAG; 18.2.2 Payment and delivery obligations to facilities within the meaning of Article 2(a) of Directive 98/26/EC or within the meaning of section 1(16) of the German Banking Act, to facility operators within the meaning of Article 2(p) of Directive 98/26/EC or within the meaning of section 1(16a) of the German Banking Act, to central counterparties within the meaning of Article 2(c) of Directive 98/26/EC or within the meaning of section 1(31) of the German Banking Act and to central banks; 18.2.3 eligible liabilities from securities transactions within the meaning of Article 1 of Directive 97/9/EC or within the meaning of section 4 of the German Investor Compensation Act. 19. Temporary prohibition of the enforcement of security interests[ 116] 19.1 Subject to paragraph 19.2, the creditors of the institution whose claims are secured are prohibited from enforcing security interests for the period up to [weekday] 117 , the [●], 24.00 CET (in words: twenty-four hours CET). 19.2 The temporary prohibition of the enforcement of security interests under paragraph 19.1 does not apply to security interests in its assets that the institution has granted to facilities within the meaning of Article 2(a) of Directive 98/26/EC or within the meaning of section 1(16) of the German Banking Act or facility operators within the meaning of Article 2(p) of Directive 98/26/EC or within the meaning of section 1(16a) of the German Banking Act, central counterparties within the meaning of Article 2(c) of Directive 98/26/EC or within the meaning of section 1 (31) of the German Banking Act, that are authorised in the Union in accordance with Article 14 of Regulation (EU) No. 648/2012, as well as to central counterparties from third countries that are recognised by the European Securities and Markets Authority in accordance with Article 25 of Regulation (EU) No. 648/2012, and to central banks. 20. Temporary suspension of termination rights[ 118] 20.1 Subject to paragraph 20.2, all rights of contracting parties and other counterparties of the institution to terminate a contract with the institution will be suspended for the period until [weekday] 119 , [●], 24:00 CET (in words: twenty-four hours CET). The order in this paragraph 20 [does not apply// also applies] to contracts with the meaning of section 84 (2) SAG of enterprises belonging to the institution’s group. 20.2 The suspension under paragraph 20.1 does not apply to participants in facilities within the meaning of Article 2(a) of Directive 98/26/EC or within the meaning of section 1 (16) of the German Banking Act, to facility operators within the meaning of Article 2(p) of Directive 98/26/EC or within the meaning of section 1 (16a) of the German Banking Act, to central counterparties within the meaning of Article 2(c) of Directive 98/26/EC or within the meaning of section 1 (31) of the German Banking Act that are authorised in the Union in accordance with Article 14 of Regulation (EU) No. 648/2012, to central counterparties from third countries that are recognised by the European
116 Note: The section will be deleted in full, if this is not ordered. 117 Note: This is the business day following publication of the Resolution Order. 118 Note: The section will be deleted in full, if this is not ordered. 119 Note: This is the business day following publication of the Resolution Order.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 271 of 273 Securities and Markets Authority in accordance with Article 25 of Regulation (EU) No. 648/2012, and to central banks; 20.3 This Resolution Order is not a notification within the meaning of section 84 (5) of the SAG. 21. Temporary suspension of trading[ 120] 21.1 Trading on all regulated markets within the meaning of Article 2(1)(108) of Directive 2014/59/EU and official listing in accordance with Directive 2001/34/EC is suspended until further notice for all financial instruments issued by the institution. 21.2 Revocation of the suspension under paragraph 1 will be made in a separate notice. 22. Assets located in third countries[ 121] 22.1 The executive board of the institution, a (special) manager, if one has been appointed, and any other person exercising control over the institution must take all appropriate and necessary measures to ensure that the resolution actions ordered in this Resolution Order, including writedown and conversion in accordance with Part III of this Resolution Order, are also effective for the assets and liabilities affected by these resolution actions that are located in a third country or that are governed by the law of a third country. 22.2 In particular, the executive board of the institution, a (special) manager and any other person exercising control over the institution must support the authorities of the third country concerned in implementing the resolution actions ordered and provide all information that those authorities require for this purpose and request from the institution. BaFin will notify the executive board of the institution separately of the aforementioned authorities. VI. Other orders 23. Reference to law To the extent that reference is made to laws, regulations, directives, recommendations or other legal acts in this Resolution Order, reference is made to the versions of these legal acts applicable at the time this Resolution Order is issued. 24. Costs The institution must reimburse the costs incurred by BaFin for the actions it has ordered. The cost assessment notice will be issued separately.
120 Note: The section will be deleted in full, if this is not ordered. 121 Note: The section will be deleted in full, if this is not ordered.
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 272 of 273 25. Publication 25.1 This Resolution Order takes effect on the date of its publication under section 137 of the SAG and hence on [weekday] [●]. 25.2 The date of electronic announcement of this Resolution Order is [weekday] [●]. [This Resolution Order is deemed to have been published as at this date. // The Resolution Order is deemed to have been published on [weekday] [●].
This translation is furnished for information purposes only. The original German text is binding in all respects. Guidance Notice – External Bail-in Execution Page 273 of 273 Justification [●] Instruction on available legal remedies Objections to this General Administrative Act can be filed with the Higher Administrative Court of Hesse in Kassel within one month of its announcement. Frankfurt am Main, the [●] [Signature]