Crest Depository Interest (CDI)

Getlink SE being a European company with shares which, unlike a UK company, are not represented by share certificates, in order for its shares to be tradable in the UK, they have to be represented by an instrument which is recognised. This is the Crest Depository Interest (CDI). CDIs are issued through CREST (now Euroclear UK & Ireland).

Only CREST participants can have an account with CREST. CREST participants are broadly financial intermediaries not individuals. Therefore, as a general rule, individuals will hold their CDIs through an intermediary: a broker, a bank or a nominee.

All the shares represented by the CDIs issued through CREST in the UK are held by an intermediary, SIS, which is the registered shareholder on behalf of all CDI holders. In order for any transaction affecting the shares to take place, instructions (and funds, where payment is required) need to go from the ultimate CDI holder, through its own intermediary (bank, broker or nominee) to CREST and then to SIS.

This chain means that whatever deadline is imposed on shareholders, the deadline for ultimate CDI holders will be shortened by at least two days: one for CREST to give instructions to SIS and one for CREST participants to give instructions to CREST. The time given by CREST participants to the ultimate CDI holders may vary.

Computershare is neither a broker nor a bank, but is one such nominee set up by the Group for its retail investors.

Therefore, unlike holding CDIs through a broker or a bank where an account is in place, transactions involving payment through Computershare require cheques to clear before Computershare can pass on CDI holders’ instructions. In the UK, it takes three days for a cheque to clear.

Any transactions where CDI holders may wish to sell or purchase additional shares can only be carried out by a broker or a bank not by Computershare.

In order to avoid the effect of the time constraints of going through CREST, CDI holders may chose to convert the whole of their CDI holding by registering as shareholders with the Group’s registrars in France. This option was given to shareholders of TNU (ex Eurotunnel SA/PLC) at the time of the ETO in May 2007.

Registering as a shareholder with Société Générale Securities Services will mean that you will:

• no longer have to go through a broker-dealer to take part in transactions affecting the share capital;
• continue to benefit from free registration;
• receive notice of our general meetings directly and be able to attend and vote at the meeting, whilst still being able to appoint a proxy;
• benefit from double voting rights on your ordinary shares after a period of two years from the conversion into registered form;
• have access to English and French speaking call-centre operators at Société Générale Securities Services;
• have access to your account, be able to amend your personal information and give instructions to sell and, if you have a French bank account, purchase securities online;
• avoid cheque payments whether it be for the settlement of subscriptions, sale of securities or payment of dividends; bank transfers will be available as soon as you have given Société Générale Securities Services your bank details.

If you wish to transfer your CDIs currently held via Computershare to the register maintained by Société Générale Securities Services, you must request the appropriate withdrawal form from Computershare. Please note that administrative costs are involved in such conversion.

If you hold your CDI through a different CREST participant, please contact your usual intermediary in respect of such conversion.

Additional information