Lakestar SPAC I SE
Société européenne
Registered office: 9, rue de Bitbourg
L-1273 Luxembourg
R.C.S. Luxembourg: B 249273
(the “Company‘)
CONVENING NOTICE
Notice is hereby given to the holders of shares of Lakestar SPAC I SE that an
EXTRAORDINARY GENERAL MEETING
of shareholders will be held on 13 September 2021 at 10.00 am CEST (the ‘EGM‘).
In accordance with the law of 23 September 2020 relating to measures on the holding of meetings in companies and other legal
entities, as extended, the Company will not hold a physical meeting.
At the EGM, the shareholders shall deliberate and vote on the following agenda:
AGENDA
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| 1. |
Approval of the proposed business combination with HomeToGo GmbH (the ‘Business Combination‘).
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| 2. |
Change of the name of the Company into ‘HomeToGo SE‘ and subsequent amendment of article 1 of the articles of association of the Company, conditional upon the approval of item
1 of the agenda, with effect as of the Consummation.
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| 3. |
Acknowledgment of the resignation of Dr. Klaus Hommels, Dr. Dirk Altenbeck and Mr. Raymond Bär as members of the supervisory
board, granting of discharge to such members and appointment of Mr. Christoph Schuh, Dr. Dirk Altenbeck, Mr. Philip Kloeckner,
Mr. Martin Reiter, Ms. Susanne Sandler and Mr. Thilo Semmelbauer as new members of the supervisory board, effective as of
the decision of the supervisory board of the Company to be taken on the date following the Consummation.
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| 4. |
Approval of the remuneration of the members of the supervisory and management board of the Company, conditional upon the approval
of item 1 of the agenda.
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| 5. |
Confirmation of the granting of an irrevocable power of attorney to the management board to confirm compliance with conditions
for the conversion of all class B1 shares into a corresponding amount of class A shares, to acknowledge occurrence of the
consummation of the business combination with HomeToGo GmbH and to make any statement, sign all documents, represent the shareholders
in front of a Luxembourg notary and to do everything which is lawful, necessary or simply useful in view of the accomplishment
and fulfilment of the resolutions approved by the extraordinary general meeting of shareholders, with effect as of the Consummation
and conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders.
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‘Consummation‘ shall mean immediately after the meeting of the management board on the date on which the Company becomes shareholder of
HomeToGo GmbH acknowledging, inter alia, the consummation of the business combination with HomeToGo GmbH.
Quorum and Majorities
Pursuant to the articles of association and the law, resolutions regarding (i) item 1 of the agenda will be passed at a simple
majority of the votes validly cast, without any quorum requirement, (ii) item 2 of the agenda will be passed at a majority
of 2/3 of the votes validly cast for each class of shares individually and only if a quorum of at least half of the share
capital is present or represented for each class of shares individually and (iii) items 3, 4 and 5 of the agenda will be passed
at a simple majority of the votes validly cast, regardless of the portion of capital represented.
Right to Amend the Content of the Agenda
Pursuant to the Company’s articles of association and the Luxembourg law of 24 May 2011 on certain rights of shareholders
in listed companies, as amended (the ‘Luxembourg Shareholders’ Rights Law‘), one or several shareholders representing at least five percent (5%) of the Company’s share capital may request the adjunction
of one or several items to the agenda of the EGM, provided that the request is accompanied by a justification of or draft
resolution(s). Pursuant to Article 4 of the Luxembourg Shareholders’ Rights Law and the Company’s articles of association,
such request and justification of or draft resolution(s) must be received at the Company’s registered office by registered
letter or by e-mail (to the attention of the management board, 9, rue de Bitbourg, L-1273 Luxemburg) or electronic means (to:
agm@linkmarketservices.de) at least twenty-two (22) days prior to the date of the relevant general meeting of shareholders,
i.e. by 22 August 2021 accompanied by a proof of the shareholding of such shareholder(s) and the address or e-mail address which the Company may
use in order to deliver the acknowledgment of receipt of such request. The Company must acknowledge reception of such request
within forty-eight (48) hours of receipt of such request. In case such request entails a modification of the agenda of the
relevant general shareholders’ meeting, the Company will make an amended agenda available at the latest fifteen (15) days
prior to the relevant general meeting., i.e. by 29 August 2021.
Documents
Copies of the proposals of the resolutions of the EGM as well as the documents related to the aforementioned items on the
agenda will be on display for inspection by the shareholders on the Company’s website (www.lakestar-spac1.com) and at the
registered office of the Company as from 13 August 2021. Upon request to
agm@linkmarketservices.de
copies of the above-mentioned documents are going to be mailed to the shareholders.
Share Capital of the Company
The Company’s issued share capital is set at six hundred sixty-four thousand nine hundred ninety-two euro (EUR 664,992) represented
by (i) twenty-seven million five hundred thousand (27,500,000) redeemable class A shares, (ii) two million five hundred fifty-one
thousand six hundred sixty-seven (2,551,667) class B1 shares without nominal value, (iii) two million two hundred ninety-one
thousand six hundred sixty-seven (2,291,667) class B2 shares without nominal value, and (iv) two million two hundred ninety-one
thousand six hundred sixty-six (2,291,666) class B3 shares without nominal value.
Each share entitles the holder thereof to one vote.
Right to Participate in the EGM
According to Article 5 of the Luxembourg Shareholders’ Rights Law, the record date for general meetings of shareholders of
listed companies incorporated under the laws of the Grand Duchy of Luxembourg has been set at fourteen (14) days prior to
the date of the corresponding general shareholders’ meeting. Therefore, any shareholder who holds one or more shares of the
Company on 30 August 2021 at 24:00 (midnight) CEST (the “Record Date“) and registers for the EGM (please see below section ‘Registration for the EGM‘) and provides the certificate specified below, shall be admitted to participate and vote at the EGM.
All shareholders wishing to participate (by voting through proxy or voting form) at the EGM of the Company shall notify the
Company thereof at the latest on the Record Date in writing by mail, fax or by e-mail.
Shareholders, whose shares are held in book-entry form through the operator of a securities settlement system or with a professional
depositary or sub-depositary designated by such depositary, must request from their operator or depositary or sub-depositary
a certificate certifying the number of shares recorded in their account on the Record Date (the ‘Record Date Attestation‘).
In addition to the aforementioned registration, to participate and vote in the EGM, such shareholders (whose shares are held
in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary
designated by such depositary) must submit a copy of the Record Date Attestation by mail, by fax or by email to the Centralizing
Agent in the period from 30 August 2021 at 24:00 (midnight) CEST until 8 September 2021. Shareholders having validly tendered their Class A Shares for redemption by providing a Redemption Notice to the Company
and transferring the Class A Shares tendered for redemption to the securities account of the Company do also need to register
separately for the EGM in respect of such shares (please refer to ‘Redemption process of Class A Shares‘ below for more details) in case they wish to participate in the EGM.
To participate and vote in the EGM, Class B Shareholders shall submit a copy of their registration in the share register by
mail, fax or by email in the period from 30 August 2021 at 24:00 (midnight) CEST until 8 September 2021 to the Centralizing Agent of the Company, being:
Lakestar SPAC I SE
c/o Link Market Services GmbH
Landshuter Allee 10
80637 Munich / Germany
Fax: +49 / 89 / 21 027 289
Email: agm@linkmarketservices.de
Registration for the EGM
Shareholders wishing to participate in the EGM must register for the EGM by submitting their registration by mail, fax or
by e-mail by 30 August 2021 at 24:00 (midnight) CEST to the Centralizing Agent of the Company at the address referred to above.
Registration forms are provided on the website of the Company (www.lakestar-spac1.com) which may be used. Shareholders having
registered for the EGM must provide a proxy or voting form in case they do wish to participate in the EGM by 8 September 2021 (see below sections ‘Representation‘ and ‘Voting Form‘).
Please register for the EGM also if you contemplate to redeem your shares.
Representation
In the event that any shareholder appoints another person, shareholder or not, as his proxy to vote on his behalf, the completed
and executed proxy must be submitted by mail, fax or by email to the Centralizing Agent of the Company no later than on 8 September 2021 and must be accompanied by the proof of shareholding.
Proxy forms provided on the website of the Company (www.lakestar-spac1.com) may be used and if used, only signed proxy forms
will be taken into account. One person may represent more than one shareholder.
Shareholders having submitted a proxy form and registered in due time but who wish to revoke such proxy form may do so by
timely providing a later dated proxy form or by cancelling the proxy form in writing to the Centralizing Agent of the Company
at the address referred to above.
Voting Forms
Shareholders having registered for the EGM but who do not wish to participate per proxy form may also vote through a voting
form in the EGM. The voting form may be submitted by mail, by fax or by e-mail to the Centralizing Agent of the Company no
later than 8 September 2021 and should be accompanied by the proof of shareholding (see above section ‘Right to Participate in the EGM‘). Voting forms provided by the Company on its website (www.lakestar-spac1.com) may be used and if used, only signed voting
forms will be taken into account. Shareholders having submitted a voting form and registered in due time but who wish to revoke
such voting form may do so by timely providing a later dated proxy or voting form or cancelling the voting form in writing
to the Centralizing Agent of the Company at the address referred to above.
Redemption process of Class A Shares
In the event a Class A Shareholder wishes to exercise his redemption rights in accordance with the articles of association,
such Class A Shareholder shall follow the following procedure:
| a) |
a redemption notice shall be submitted by mail, fax or by e-mail to the Centralizing Agent no later than 9 September 2021 at 18:00 CEST. Only redemption notices provided as appendix to this convening notice by the Centralizing Agent may be used and only signed
redemption notices will be taken into account;
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| b) |
the Class A Shares tendered for redemption shall be transferred not later than 9 September 2021 to a securities account of the Company being the following:
| Account holder: |
Lakestar SPAC I SE
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| Account name: |
Lakestar
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| Securities account number: |
099957287
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| Custodian Bank: |
Banque Internationale à Luxembourg (BIL)
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BIL Account number at
Clearstream Luxembourg:
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11215
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| BIC-Code: |
BILLLULL
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| Email: |
spac@bil.com
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The redemption price for each of the Class A Shares shall amount to (a) the aggregate amount on deposit in the escrow account
established at Deutsche Bank Aktiengesellschaft, or any successor entity thereof, by an affiliate of the Company, containing
the proceeds from the private placement of the Class A Shares and warrants as well as the proceeds from an additional subscription
for Class B Shares and class B warrants (the ‘Escrow Account‘) reduced by the portion of the subscription price of Class B Shares and class B warrants on deposit in the Escrow Account,
if any, that has not been used to cover negative interest on the Escrow Account (calculated as of two (2) Business Days prior
to the EGM), divided by (b) the number of the then outstanding Class A Shares, subject to (i) the availability of sufficient
amounts on the Escrow Account and (ii) sufficient distributable profits and reserves of the Company.
A Class A Shareholder having submitted his redemption notice to the Company may withdraw such redemption notice in respect
of all or a portion of the Class A Shares tendered for redemption by delivering a withdrawal notice by mail, fax or by email
to the Company no later than on or prior to 9 September 2021 at 18:00 CEST. Withdrawal notices in the form provided by the
Company on its website (www.lakestar-spac1.com) should be used and only signed withdrawal notices will be taken into account.
In case a redemption notice is withdrawn, the shares will be returned to the holder thereof as soon as practicable after the
Record Date, will not be redeemed. To participate in the general meeting, shareholders having withdrawn their Redemption Notice
do not need to register for the general meeting separately, but need to provide a new form of proxy or voting form as described
before.
Redemptions of Class A Shares are subject to the approval and consummation of the Business Combination. If the Business Combination
is not consummated, the tendered Public Shares will be returned to the shareholders having tendered them for redemption.
Shareholder Questions
Duly registered shareholders that have correctly submitted their Record Date Attestation shall have the opportunity to submit
questions to the Company. All questions must be submitted in writing in advance of the EGM.
Shareholders must submit questions, along with their full name, via e-mail to the following address: agm@linkmarketservices.de
Questions submitted by the shareholders must be received in writing at the latest on 8 September 2021. Questions submitted after this deadline may not be answered and any questions submitted by other means will not be considered.
The submitted questions will be answered at the reasonable discretion of the Company and the Company is not required to answer
all questions. In particular, questions may be summarised, combined or separated. Reasonable questions may be selected in
the interest of the other shareholders, and questions from shareholders’ associations and institutional investors with significant
voting interests may be given preference.
Language
The EGM will be held in English language.
Luxembourg, 13 August 2021
For the management board of the Company
By: Mr. Stefan Winners
Title: CEO
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By: Ms. Inga Schwarting
Title: CIO
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Appendix
REDEMPTION NOTICE
IMPORTANT NOTES
| 1 |
Please send this redemption notice no later than 9 September 2021 at 18:00 CEST
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| 2 |
Please instruct your custodian or sub-custodian bank to contact spac@bil.com to organize the settlement and ensure that the
settlement of the share transfer is executed in due time
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NOTE:
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The information requested in ANNEX 1 (Account Instructions) will need to be provided by your custodian or sub-custodian bank
to spac@bil.com. |
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FROM:
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If you are an individual, please indicate:
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First name |
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Family name |
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Address |
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| OR |
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If you are a company, please indicate:
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Corporate name |
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Registered office or principal place of business |
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Registration authority |
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Registration number |
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Please insert the following information of your Custodian Bank:
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Bank name |
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IBAN number |
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Securities account number |
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TO:
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Lakestar SPAC I SE,
c/o Link Market Services GmbH as
Centralizing Agent
Landshuter Allee 10
80637 Munich / Germany
Fax: +49 / 89 / 21 027 289
Email: agm@linkmarketservices.de
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DATE:
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Dear Sirs,
| 1. |
This is a Redemption Notice in relation to the redemption of Class A Shares at the extraordinary general meeting of shareholders
of Lakestar SPAC I SE (the ‘Company’) to be held on 13 September 2021 at 10.00 am CEST.
I am the holder of Class A Shares of the Company.
Terms defined in the articles of association shall have the same meaning in this Redemption Notice, unless given a different
meaning herein.
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| 2. |
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I hereby tender:
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Class A Shares (the ‘Shares’) for redemption |
in accordance with article 9 of the articles of association of the Company, which I declare having transferred onto the securities
account of the Company to be held on my behalf, and I acknowledge that my request for redemption will be considered nil and
void if the relevant Shares are not received on the following account prior to or on 9 September 2021:
| Account holder: |
Lakestar SPAC I SE
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| Account name: |
Lakestar
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| Securities account number: |
099957287
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| Custodian Bank: |
Banque Internationale à Luxembourg (BIL)
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| BIL account number at Clearstream Luxembourg: |
11215
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| BIC-Code: |
BILLLULL
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| Email: |
spac@bil.com
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| 3. |
I acknowledge and agree that the redemption price for each of the Shares
shall amount to (a) the aggregate amount on deposit in the escrow account established at Deutsche Bank Aktiengesellschaft,
or any successor entity thereof, by an affiliate of the Company, containing the proceeds from the private placement of the
Class A Shares and warrants as well as the proceeds from an additional subscription for Class B Shares and class B warrants
(the ‘Escrow Account‘) reduced by the portion of the subscription price of Class B Shares and class B warrants on deposit in the Escrow Account,
if any, that has not been used to cover negative interest on the Escrow Account (calculated as of two (2) Business Days prior
to the EGM), divided by (b) the number of the then outstanding Class A Shares, subject to (i) the availability of sufficient
amounts on the Escrow Account and (ii) sufficient distributable profits and reserves of the Company.
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| 4. |
I acknowledge that I may withdraw this Redemption Notice
in accordance with article 9.8 of the articles of association of the Company by providing a Withdrawal Notice (in the form
published on the Company’s website (www.lakestar-spac1.com)) to the Company until 9 September 2021 at 18:00 CEST, in which case the Shares will not be redeemed and will be returned to me.
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| 5. |
In case the proposed business combination is not consummated or my request is invalid,
I acknowledge that the Shares tendered for Redemption will not be redeemed by the Company. In such case, please return the
Shares tendered for redemption to the following account:
| Account holder |
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| Account bank |
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| Securities account number |
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| BIC code |
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| 6. |
For the avoidance of doubt, I confirm that in case of conflicting Redemption Notice(s)
with respect to the Shares, the latest Redemption Notice received by the Company no later than on 9 September 2021at 18:00 CEST shall be taken into account.
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| 7. |
I acknowledge that I may be contacted by a third party interested in acquiring the Shares tendered for redemption.
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I acknowledge that to participate and vote at the EGM, I must register for the EGM separately.
SIGNATURES
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Date of signature
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← |
Use the format day/month/year |
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Place of signature
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← |
Write the name of the city and the country |
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Signature
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Name
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← |
Name of a company or the First and Family name of a natural person
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Signed by
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← |
If signed by a company, First and Family name of a natural person |
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Title
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Title of the natural person |
ANNEX 1
Account Instructions
You are recommended to contact your local bank to fill out this form.
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Securities Account
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Beneficiary:
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Surname: |
| First Name: |
Address of
Beneficiary:
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Street: |
| City: |
| Country: |
Securities Account
N°. of
Beneficiary
with his/her local
bank:
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Details of local
bank:
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Name: |
| Address: |
| LEI code: |
| BIC / SWIFT code: |
Contact for
Settlement*
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Name: |
| Mail: |
| Phone: |
Contact for
Relationship
Manager*:
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Name: |
| Mail: |
| Phone: |
Euroclear Bank or
Clearstream
Luxembourg or
Clearstream
Frankfurt Account
No.
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Remainder of this form only to be filled in if local bank does not keep an
own account with Euroclear or Clearstream:
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(Sub-)Custodian of
local bank:
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Bank name: |
| Euroclear or Clearstream Account No.: |
Contact at local
(Sub-)Custodian:
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Name: |
| E-Mail: |
| Phone: |
| BIC / SWIFT code: |
Custodian of local
(Sub-)Custodian:
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Name: |
Account number
of local (Sub-
)Custodian with
custodian:
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Account number
of German
custodian with
Euroclear Bank or
Clearstream
Luxembourg or
Clearstream
Frankfurt:
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Contact at
settlement
department of
custodian bank
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Name: |
| E-Mail: |
| Phone no.: |
SSI (Standard
Settlement
Instructions):
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