Stock Law

Unofficial table of contents

AktG

Date of completion: 06.09.1965

Full quote:

" Stock Corporation Act of 6 September 1965 (BGBl. 1089), which is provided by Article 3 of the Law of 24 April 2015 (BGBl. 642).

Status:	Last amended by Art. 2 para. 53 G v. 1.4.2015 I 434
Note:	Amendment by Art. 3 G v. 24.4.2015 I 642 (No 17) in the form of a text, documentary evidence not yet concludedly processed

For more details, please refer to the menu under Notes

Footnote

(+ + + Text evidence from: 1.1.1986 + + +) 
(+ + + For application d.  § 93 cf.  § 24 G v. 6.9.1965 I 1185 + + +)   
(+ + + For application d.  § § 247 and  260 cf.  § 72 GNotKG + + +) 
(+ + + For application d.  Section 139 (2) cf.  § 109 para. 3 sentence 3 KAGB + + +) 
(+ + + For application d.  § 23 (5), § § 150 to 158, § 278 u.  § § 278 to 290 
 cf.  Section 140 (2) of the KAGB + + +) 
(+ + + Official note from the norm-provider on EC law: 
 Implementation of the 
 ERL 58/2003 (CELEX Nr: 303L0058)  V v. 10.11.2006 I 2553   
 Implementation of the 
 EGRL 43/2006 (CELEX Nr: 306L0043)   
 ERL 46/2006 (CELEX Nr: 306L0046)  G v. 25.  5.2009 I 1102 + + +) 

  

Unofficial table of contents

Content Summary

First book
Aktiengesellschaft (§ § 1-277)
	Part one			General provisions	§ § 1-22
	Part two			Foundation of the Company	§ § 23-53
	Part Three			Legal relationships of the Company and the Shareholders	§ § 53a-75
	Fourth part			Constitution of the stock corporation	§ § 76-149
	1.	Section		Board	§ § 76-94
	2.	Section		Supervisory Board	§ § 95-116
	3.	Section		How to use the influence on society	Section 117
	4.	Section		General Meeting	§ § 118-149
		1.	Subsection	Rights of the General Meeting	§ § 118-120
		2.	Subsection	Convening of the Annual General Meeting	§ § 121-128
		3.	Subsection	Negotiation document. Right of information	§ § 129-132
		4.	Subsection	Voting rights	§ § 133-137
		5.	Subsection	Special Decision	§ 138
		6.	Subsection	Preferred shares without voting rights	§ § 139-141
		7.	Subsection	Special examination. Assertion of replacement claims	§ § 142-149
	Fifth Part			Accounting. Profit Usage	§ § 150-178
	1.	Section		Annual accounts and annual report	§ § 150-161
	2.	Section		Audit of annual accounts	§ § 162-171
		1.	Subsection	(dropped)	§ § 162-169
		2.	Subsection	Audit by the Supervisory Board	§ § 170-171
	3.	Section		Conclusion of the annual accounts. Profit Usage	§ § 172-176
		1.	Subsection	Conclusion of the annual accounts	§ § 172-173
		2.	Subsection	Profit Usage	§ 174
		3.	Subsection	Ordinary General Meeting	§ § 175-176
	4.	Section		Publication of the annual financial statements.	§ § 177-178
	Sixth Part			Record change. Measures of capital raising and capital reduction	§ § 179-240
	1.	Section		Record Change	§ § 179-181
	2.	Section		Measures to raise capital	§ § 182-221
		1.	Subsection	Capital increase against deposits	§ § 182-191
		2.	Subsection	Conditional capital increase	§ § 192-201
		3.	Subsection	Authorized capital	§ § 202-206
		4.	Subsection	Capital increase from company funds	§ § 207-220
		5.	Subsection	Convertible debentures. Profit debentures	Section 221
	3.	Section		Measures of capital reduction	§ § 222-240
		1.	Subsection	Ordinary capital reduction	§ § 222-228
		2.	Subsection	Simplified capital reduction	§ § 229-236
		3.	Subsection	Capital reduction by confiscation of shares	§ § 237-239
		4.	Subsection	Identification of the capital reduction	§ 240
	Seventh Part			Nullity of General Assembly decisions and the annual financial statements. Special examination for illegal undervaluation	§ § 241-261
	1.	Section		Nullity of General Assembly Decisions	§ § 241-255
		1.	Subsection	General	§ § 241-249
		2.	Subsection	Nullity of certain General Assembly decisions	§ § 250-255
	2.	Section		Nullity of the annual financial statements	§ § 256-257
	3.	Section		Special examination for illegal undervaluation	§ § 258-261a
	Eighth Part			Dissolution and annulment of society	§ § 262-277
	1.	Section		Resolution	§ § 262-274
		1.	Subsection	Resolution reasons and login	§ § 262-263
		2.	Subsection	Fulfillment	§ § 264-274
	2.	Section		Annulment of the Society	§ § 275-277
Second book
Kommanditgesellschaft on shares (§ § 278-290)
Third book
Affiliated companies (§ § 291-338)
	Part one			Enterprise Contracts	§ § 291-307
	1.	Section		Types of enterprise contracts	§ § 291-292
	2.	Section		Conclusion, amendment and termination of business contracts	§ § 293-299
	3.	Section		Securing the Society and the creditors	§ § 300-303
	4.	Section		Security of external shareholders in the case of domination and profit-and-profit agreements	§ § 304-307
	Part two			Power and responsibility for corporate reliance	§ § 308-318
	1.	Section		Power and liability on the existence of a control contract	§ § 308-310
	2.	Section		Responsibility in the absence of a control contract	§ § 311-318
	Part Three			Affiliated companies	§ § 319-327
	Fourth part			Exclusion of minority shareholders	§ 327a-327f
	Fifth Part			Mutually participating companies	§ 328
	Sixth Part			Accounting in the Group	§ 337
	Previous fourth book			(dropped)	§ § 339-393
Fourth book
Special, penal and final regulations (§ § 394-410)
	Part one			Special provisions for the participation of local authorities	§ § 394-395
	Part two			Judicial resolution	§ § 396-398
	Part Three			Criminal and penal rules. Final provisions	§ § 399-410

Unofficial table of contents

Input formula

With the approval of the Federal Council, the Bundestag has adopted the following law:

First book
Aktiengesellschaft

Part one
General provisions

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§ 1 Nature of the Aktiengesellschaft

(1) The Aktiengesellschaft is a company with its own legal personality. The creditors are only liable for the company's assets for the liabilities of the company. (2) The stock corporation has a share capital that is dissociated in shares. Unofficial table of contents

§ 2 Founding Number

In order to determine the social contract (the Articles of Association), one or more persons shall take part, which shall take over the shares against deposits. Unofficial table of contents

§ 3 Formkaufmann. Stock market listing

(1) The Aktiengesellschaft shall be considered a trading company, even if the subject-matter of the company is not in the operation of a commercial business. (2) Stock exchange listed in the sense of this law are companies whose shares are admitted to a market, which is regulated and supervised by state-recognised bodies, is regularly held and is accessible directly or indirectly to the public. Unofficial table of contents

§ 4 Company

The Company must, even if it is continued in accordance with Section 22 of the Commercial Code or in accordance with other statutory provisions, the name "Aktiengesellschaft" or a generally understood abbreviation of this name. . Unofficial table of contents

§ 5 Seat

The place of residence of the company is the place in the country which determines the statutes. Unofficial table of contents

§ 6 Basic capital

The basic capital must be denominated in euro. Unofficial table of contents

§ 7 Minimum nominal amount of the share capital

The minimum denominating amount of the share capital is fifty thousand euros. Unofficial table of contents

§ 8 Form and minimum amounts of shares

(1) The shares may be justified either as nominal or no-par value shares. (2) Nominated shares must be denominated in at least one euro. Shares above a lower nominal amount are void. The donors are responsible for the damage resulting from the issueof the issuers as the total debtor. Higher share amounts must be denominated in full euros. (3) No par value shares are denominated. The share shares of a company are equally involved in the share capital. The share of the share capital which is paid on the individual share may not be less than one euro. (4) The share of the share capital is determined in the case of par value shares according to the ratio of their nominal value to the share capital, in the case of no par value shares according to the number of shares. (5) The shares are indivisible. (6) These rules also apply to shares issued to shareholders before the issue of the shares (intermediate notes). Unofficial table of contents

§ 9 Issue amount of shares

(1) For a smaller amount than the nominal amount or the proportionate amount of the share capital, the share of the share capital may not be issued (least amount of expenditure). (2) For a higher amount, the expenditure shall be: allowed. Unofficial table of contents

§ 10 shares and intermediate notes

(1) The shares may be on the holder or on behalf. (2) You must be named if they are issued prior to the full performance of the issue amount. The amount of the partial benefits is to be stated in the share. (3) Interim notes must be on behalf. (4) Interim notes on the holder are void. In the case of the damage resulting from the issuance, the lenders are responsible for the holders as a total debtor. (5) In the articles of association, the claim of the shareholder may be excluded or restricted to securitization of its share. Unofficial table of contents

§ 11 Shares of special class

The shares may grant various rights, including the distribution of profit and social assets. Shares with the same rights form a genus. Unofficial table of contents

§ 12 Voting right. No multi-voting rights

(1) Each share shall grant the voting rights. In accordance with the provisions of this Act, preference shares may be issued as shares without voting rights. (2) Multivoting rights are inadmissible. Unofficial table of contents

Section 13 Signing of the shares

A printed signature is sufficient for the signing of shares and interim notes. The validity of the signature may be made subject to the observance of a special form. The form requirement must be included in the document. Unofficial table of contents

Section 14 Jurisdiction

For the purposes of this Act, the Court of First Instance shall be the Court of the seat of the company, unless otherwise specified. Unofficial table of contents

§ 15 Associated Companies

Affiliated companies are legally independent companies which are in proportion to each other in majority ownership and with a majority of participating companies (§ 16), dependent and ruling companies (§ 17), group companies (§ 18), Companies participating in the contract (§ 19) or parts of a company contract (§ § 291, 292) are involved. Unofficial table of contents

Section 16 In majority ownership, and with a majority of undertakings

(1) where the majority of the shares of a legally self-employed undertaking belong to another undertaking, or where the majority of the voting rights is the majority of the voting rights (majority holding), the undertaking shall be a majority-owned undertaking. (2) which part of the shares belongs to a company, in the case of capital companies, it shall be determined by the ratio of the total nominal amount of the shares belonging to it to the enterprise. Nominal capital, in the case of companies with no shares in the number of shares. In the case of capital companies, their own shares are of the nominal capital, in the case of companies with no shares, from the number of shares to be deposited. The company's own shares are equal to shares owned by another for the company's account. (3) What part of the voting rights is attributed to a company shall be determined by the ratio of the number of voting rights which it represents from the voting rights of the undertaking. shall be able to exercise the total number of voting rights. Of the total number of voting rights, the voting rights shall be deducted from their own shares and from shares which are equivalent to their own shares in accordance with the second sentence of paragraph 2. (4) The shares belonging to a company shall also be considered as belonging to one of the shares held by one of them. are owned by companies or by another company for the account of the undertaking or of a company dependent on it, and, where the holder of the undertaking is a single businessman, also the shares, the other assets of the holder. Unofficial table of contents

§ 17 Dependent and ruling enterprises

(1) Dependent companies are legally independent undertakings, which may have a dominant influence directly or indirectly on another undertaking (the dominant undertaking). (2) A majority-owned company shall be subject to the following: It is presumed that it depends on the majority of the companies involved in it. Unofficial table of contents

§ 18 Group and Group companies

(1) Where a ruling and one or more dependent companies are grouped under the unified management of the dominant undertaking, they shall form a group; the individual undertakings shall be group undertakings. Companies between which there is a domination contract (§ 291), or one of which is incorporated into the other (§ 319), are to be regarded as being combined under a single line. A dependent company is presumed to form a group with the dominant undertaking. (2) If legally independent companies are not dependent on the other, they are legally independent undertakings under single management. They also form a group; the individual companies are group companies. Unofficial table of contents

§ 19 Exchange-side enterprises

(1) In the legal form of a capital company, undertakings with registered offices in the territory of the country concerned are undertakings which are linked by the fact that each company owns more than the fourth part of the shares of the other undertaking. In order to determine whether a company belongs to more than the fourth part of the shares of the other company, § 16 para. 2 sentence 1, para. 4. (2) belongs to a mutual participating company at the other company a majority stake (3) Each of the undertakings concerned shall be deemed to have a dominant influence on the other undertaking, either directly or indirectly, as a dominant undertaking. (3) a majority shareholding in the other undertaking or may be applied to the other (4) § 328 shall not apply to undertakings which, pursuant to paragraph 2 or 3, are dominant or dependent undertakings, shall not apply. Unofficial table of contents

Section 20 Duty of notification

(1) As soon as a company owns more than the fourth part of the shares of a joint-stock company with registered office in Germany, it must inform the company in writing without delay. In order to determine whether the company belongs to more than the fourth part of the shares, § 16 para. 2 sentence 1, para. 4. (2) For the notification obligation pursuant to paragraph 1, the shares that belong to the company, including shares, are expected to be held by the company.

1.

the transfer of which may require the undertaking, a company dependent on it or another for the account of the undertaking or of a company dependent on it;

2.

for the acceptance of which the company, a company dependent on it or another for the account of the undertaking or of a company dependent on it, is obliged to accept the acceptance of the undertaking.

(3) If the company is a capital company, it shall, as soon as it belongs to the company without taking into account the shares referred to in paragraph 2, have to notify the company in writing without delay. (4) As soon as the company has a (5) If the shareholding in the amount required under paragraphs 1, 3 or 4 no longer exists, this shall be immediately the case for the company. in writing. (6) The company has the existence of a holding, where it has been notified in accordance with paragraph 1 or 4, to make known immediately in the company sheets, indicating the undertaking to which the holding is part. If the company is informed that the participation in the amount notified under paragraphs 1 or 4 no longer exists, it shall also be disclosed immediately in the company sheets. (7) Rights of shares which are subject to a decision pursuant to paragraph 1 or 4 undertakings subject to the obligation to participate shall consist of the time for which the undertaking does not comply with the notification obligation, either for the undertaking or for a company which is dependent on it or for another person who is responsible for the account of the undertaking A company or a company dependent on it. This does not apply to claims in accordance with § 58 (4) and § 271 if the communication has not been deliberately failed and has been obtained. (8) Paragraphs 1 to 7 shall not apply to shares of an issuer within the meaning of section 21 (2) of the Securities trading law. Unofficial table of contents

Section 21 Obligations to participate in the company

(1) As soon as the company owns more than the fourth part of the shares of another capital company domicated in the country, it shall inform the undertaking in which the holding is involved in writing without delay. In order to determine whether the company belongs to more than the fourth part of the shares, § 16 para. 2 sentence 1, para. 4 applies. (2) As soon as the company belongs to a majority shareholding (§ 16 para. 1), it has to do so to the (3) If participation in the amount required under paragraph 1 or 2 is no longer available, the company shall immediately inform the other company of its participation in the in writing. (4) Rights from shares which a person referred to in paragraph 1 or 2 They do not exist for the period for which they do not comply with the obligation to provide information. (5) Paragraphs 1 to 4 shall not apply to shares of an issuer within the meaning of Section 21 (2) of the Securities Trading Act. Unofficial table of contents

Section 22 Proof of participation of participations

A company which has been notified pursuant to section 20 (1), (3) or (4), section 21 (1) or (2) may at any time require proof of the existence of the participation.

Part two
Foundation of the Company

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Section 23 Determination of the Articles of Association

(1) The statutes must be determined by notarial certification. Authorised agents require a notarised attorney. (2) The certificate must be indicated in the certificate.

1.

the founders;

2.

in the case of par value shares, the nominal amount, the number of bearer shares, the amount of the issue and, if there are several genera, the class of the shares which each founder takes over;

3.

the paid amount of the share capital.

(3) The statutes must determine

1.

the company and the registered office of the company;

2.

the object of the undertaking; in particular, the nature of the products and goods to be manufactured and traded in the case of industrial and commercial undertakings shall be given in greater detail;

3.

the level of the share capital;

4.

the decommissioning of the share capital, either in par value shares or in par shares, in the case of par value shares, and the number of shares of each nominal amount, in the case of no par value shares, and, if there are several genera, the class of the shares; shares and the number of shares of each class;

5.

whether the shares are issued to the holder or to the name of the holder;

6.

the number of members of the Management Board or the rules by which that number is determined.

(4) The statutes must also contain provisions concerning the form of notices of the company. (5) The articles of association may derogate from the provisions of this Act only if it is expressly permitted. Supplementary provisions of the Articles of Association shall be permitted, unless this Act contains a final regulation.

Footnote

(+ + + § 23 (5): For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 24 Conversion of shares

The Articles of Association may stipulate that, at the request of a shareholder, its bearer share shall be converted into a registered share or its registered share in a bearer share. Unofficial table of contents

Section 25 Notices of the company

If the law or the statutes determines that a publication of the company by the company sheets is to take place, it shall be classified in the Federal Gazette. In addition, the articles of association may refer to other sheets or electronic information media as social sheets. Unofficial table of contents

§ 26 Special benefits. Foundation Effort

(1) Any particular advantage granted to a single shareholder or to a third party must be fixed in the articles of association under the name of the person entitled to be entitled. (2) The total cost to be borne by the company to shareholders or to persons other than those of the company Compensation or reward for the establishment or preparation thereof is to be determined separately in the articles of association. (3) Without this determination, the Treaties and the legal acts are ineffective in their implementation of the company. After the registration of the company in the commercial register, the invalidity cannot be healed by amendment of the statutes. (4) The provisions can only be changed if the company is registered in the commercial register for five years. (5) The The provisions of the Articles of Association may not be removed by amendment of the statutes until the company has been registered in the Commercial Register for thirty years, and where the legal conditions on which it is based have been in force since at least for five years. Unofficial table of contents

Section 27Sacheinlagen, Sachüberassumptions; Repayment of deposits

(1) Should shareholders make deposits which are not to be made by depositing the issue amount of the shares (insoles), or should the company take over existing or manufactured assets or other assets (in kind), the articles of incorporation shall be subject to the subject-matter of the facts, the person to which the company acquires the subject-matter and the nominal amount, the number of shares to be granted in the case of no-par value, or the nominal amount, or The remuneration to be paid in the event of the acquisition. If the company is to take over an asset for which compensation is to be paid to the deposit of a shareholder, this shall be deemed to be in kind. (2) In kind, in kind or in kind, the company may only be subject to Assets whose economic value can be determined; obligations relating to services cannot be in kind or in kind. (3) If a shareholder's cash register is considered to be a shareholder of an economic policy, and because of the fact that the assets are not subject to a in full or in connection with the transfer of the monetary insecurity, or In part as a property inlay (concealed in kind), this does not exempt the shareholder from his deposit obligation. However, the contracts relating to the facts of the case and the legal acts are not ineffectual in their implementation. The value of the property at the time of the registration of the company for entry into the commercial register or at the time of its transfer to the company will be based on the shareholder's continuing obligation to pay the cash, if that is later shall be taken into account. The credit is not entered into the commercial register prior to registration of the company. The burden of proof of the value of the asset is borne by the shareholder. (4) Before the deposit, a performance has been agreed to the shareholder, which corresponds economically to a repayment of the deposit and which is not considered to be covered by the deposit. For the purpose of assessing the facts as referred to in paragraph 3, the shareholder shall be exempted from his deposit obligation only if the performance is covered by a full-fledged repayment, which is due at any time or by notice of termination without notice can be due by the company. Such a performance or the agreement of such an achievement shall be stated in the application in accordance with § 37. (5) For the purpose of the amendment of legally valid compositions, § 26 (4) applies, for the elimination of the provisions of the statutes § 26, para. 5. Unofficial table of contents

§ 28 Founder

The shareholders who have established the Articles of Association are the founders of the company. Unofficial table of contents

Section 29 Establishment of the company

With the acquisition of all shares by the founders, the company is built. Unofficial table of contents

§ 30 Order of the Supervisory Board, the Executive Board and the statutory auditor

(1) The founders shall appoint the first Supervisory Board of the Company and the statutory auditor for the first full-year or Rumpfish fiscal year. The appointment requires notarial certification. (2) The composition and the appointment of the first Supervisory Board shall not apply to the provisions relating to the appointment of members of the Supervisory Board of the employees. (3) The members of the first Supervisory Board shall not be required to apply the provisions of the Supervisory Board. Supervisory Board members may not be appointed for a longer period of time than until the end of the Annual General Meeting, which decides on the discharge for the first full-year or Rumpfish fiscal year. The Executive Board shall announce in good time before the end of the term of office of the first Supervisory Board, according to which statutory provisions the next Supervisory Board shall be put together in accordance with its opinion; § § 96 to 99 are to be applied. (4) The Supervisory Board orders the first board of directors. Unofficial table of contents

§ 31 Order of the Supervisory Board in the event of a foundation

(1) If the incorporation or transfer of a company or part of a company has been fixed in the articles of association as the subject of a material or acquisition, the founders shall only appoint as many members of the Supervisory Board, as in accordance with the statutory provisions, which, in their opinion, are decisive for the composition of the Supervisory Board after they have been submitted or taken over, are to be elected by the Annual General Meeting without being bound to election proposals. However, if these are only two members of the Supervisory Board, they shall appoint three members of the Supervisory Board. (2) The Supervisory Board appointed in accordance with the first sentence of paragraph 1 shall, in so far as the Articles of Association do not otherwise determine otherwise, be quorum if the half, at least However, three of its members participate in the decision-making process. (3) As soon as the company or the company has been transferred or acquired, the Management Board shall announce the legal requirements of the Board of Directors the Supervisory Board must be composed. § § 97 to 99 shall apply mutatily. The Office of the Supervisory Board of the Supervisory Board shall not be replaced unless the Supervisory Board is to be combined in accordance with the regulations of the founders for authoritative regulations or if the founders have appointed three Supervisory Board members, the (4) Paragraph 3 does not apply if the company or the part of the company is not incorporated or taken over until after the announcement of the Executive Board pursuant to Section 30 (3) sentence 2. (5) § 30 (3) sentence 1 shall not apply to the provisions referred to in paragraph 3 Members of the Supervisory Board of employees. Unofficial table of contents

Section 32 Founding Report

(1) The founders shall report a written report on the establishment of the establishment (Founding Report). (2) The Founding Report shall state the essential circumstances of which the adequacy of the benefits in kind, or Material transfer depends. Where:

1.

the previous legal transactions which have targeted the acquisition by the company;

2.

the cost of acquisition and production over the last two years;

3.

in the case of the transfer of a company to the company, the operating income from the last two financial years.

(3) In the Founding Report it shall also be stated whether and to what extent shares have been taken over at the establishment on behalf of a member of the Executive Board or the Supervisory Board and whether and in what manner a member of the Executive Board or of the Supervisory Board Supervisory Board shall have a special advantage or compensation or reward for the establishment or preparation of such compensation or reward. Unofficial table of contents

§ 33 Gründexamination. General

(1) The members of the Board of Management and the Supervisory Board shall examine the establishment of the foundation. (2) In addition, an examination by one or more examiners (a founding auditor) shall take place if:

1.

is a member of the Executive Board or of the Supervisory Board with respect to the founders, or

2.

have been acquired at the time of establishment for the account of a member of the Executive Board or of the Supervisory Board, or

3.

a member of the Management Board or of the Supervisory Board has a special advantage or compensation or reward for the establishment or preparation of such compensation or reward; or

4.

a foundation with contributions in kind or in kind has been established.

(3) In the cases referred to in paragraph 2 (1) and (2), the notary (§ 23 (1) sentence 1) may, instead of a founding auditor, carry out the examination on behalf of the founders; the provisions relating to the founding examination shall apply to the appropriate application. If the notary does not take the examination, the court shall appoint the founding auditors. The appeal is admissible against the decision. (4) If the examination does not require any other knowledge, it is only to be appointed as a founding auditor.

1.

persons who are sufficiently pre-educated and experienced in the accounts;

2.

Audit companies, whose legal representatives are sufficiently pre-established and experienced in the accounting system.

(5) As a founding auditor, it is not possible to order who, according to § 143 (2), cannot be a special examiner. The same applies to persons and audit firms on whose management the founders or persons for whose account the founders have acquired shares have a decisive influence. Unofficial table of contents

§ 33a Foundation without external audit

(1) In the event of a foundation with contributions in kind or in kind (§ 33 para. 2 no. 4), an examination by a founding auditor may be waiver, to the extent that the following are to be introduced:

1.

transferable securities or money market instruments within the meaning of Article 2 (1), first sentence and (1a) of the Securities Trading Act, if they are valued at the weighted average price to which they are valued during the last three months preceding the day of their the actual contribution to be made on one or more organised markets within the meaning of Article 2 (5) of the Securities Trading Act,

2.

Assets other than those referred to in paragraph 1, where an assessment is based on an independent, sufficiently pre-educated and experienced expert, in accordance with the generally accepted principles of valuation with the at fair value, and where the valuation date is not more than six months before the date of the actual introduction.

(2) Paragraph 1 shall not apply if the weighted average price of the securities or money market instruments (paragraph 1 (1)) has been significantly influenced by exceptional circumstances or if it is to be assumed that the fair value of the securities or money market instruments is the other assets (paragraph 1 (2)) are considerably lower than the value adopted by the expert on the day on which they are actually introduced on the basis of new or newly disclosed circumstances. Unofficial table of contents

§ 34 Scope of the founding examination

(1) The audit by the members of the Board of Management and the Supervisory Board, as well as the audit by the founding auditors, shall be extended to include:

1.

whether the information given by the founders about the acquisition of the shares, about the deposits on the share capital and on the terms of the shares according to § § 26 and 27 are correct and complete;

2.

whether the value of the contributions in kind or in kind has reached the lowest amount of the shares to be granted or the value of the benefits to be granted for that purpose.

(2) Each examination shall be submitted in writing, in the light of these circumstances. The report shall describe the subject-matter of each substantive or non-factual situation and indicate which valuation methods have been applied in the determination of the value. In the examination report of the members of the Management Board and the Supervisory Board, it may be waited, as well as from the statements to paragraph 1 (2), to the extent to which an external audit is to be carried out in accordance with § 33a. (3) The report of the members of the Board of Management shall be subject to the A founder is to be submitted to the court and to the board of directors. Anyone can see the report at the court. Unofficial table of contents

§ 35 differences of opinion between founders and green-testers. Remuneration and expositions of the founding auditors

(1) The founders may require the founders to make all the information and evidence necessary for a careful examination. (2) In the event of disagreement between the founders and the founding auditors on the scope of the reconnations and proofs to be granted by the founders, the court decides. The decision shall be indisputable. As long as the founders refuse to comply with the decision, the audit report will not be reimbursed. (3) The founding auditors shall be entitled to the replacement of reasonable cash outlays and to remuneration for their activities. The expositions and remuneration shall be determined by the court. The decision is admissible against the decision; the legal complaint is excluded. The final decision shall take place in accordance with the Code of Civil Procedure. Unofficial table of contents

Section 36 Registration of the company

(1) The Company shall be notified to the General Court by all founders and members of the Board of Management and the Supervisory Board for registration in the Commercial Register. (2) The application may not be filed until each share, insofar as intangible assets are not included in the Company's shares. , the amount requested has been duly paid in (Section 54 (3)) and, insofar as it has not already been used to pay the taxes and charges incurred in the formation of the foundation, the Board of Management's free disposal of the Board of Executive is. Unofficial table of contents

Section 36a Performance of deposits

(1) In the case of cash deposits, the amount requested (§ 36 para. 2) must include at least one quarter of the lowest amount of expenditure and, in the case of the issue of the shares, the additional amount for a higher than that amount. (2) In-kind deposits must be fully provided. Where the contribution in kind is subject to the obligation to transfer an asset to the company, that benefit must be effected within five years from the date of registration of the company in the commercial register. The value must correspond to the lowest amount of expenditure and, in the case of issue of the shares for a higher than that amount, also to the additional amount. Unofficial table of contents

§ 37 Content of the application

(1) The application shall state that the conditions set out in Section 36 (2) and (36a) are fulfilled, indicating the amount to which the shares will be issued and the amount paid on them. It is necessary to prove that the amount paid is definitively available to the Board of Executive Board. If the amount has been paid into an account in accordance with section 54 (3), the proof shall be provided by a confirmation from the account leading to the account. The institution of the company is responsible for the correctness of the confirmation. If taxes and fees have been paid by the amount paid in, this is to be proved by the amount and by the amount of the amounts. (2) In the notification, the members of the Management Board have to assure that there are no circumstances in which they are appointed in accordance with § 76 of the German law. Paragraph 3, second sentence, No. 2 and 3, as well as sentence 3, and that they have been informed of their unrestricted duty to provide information to the Court. The instruction in accordance with § 53 (2) of the Federal Central Register Act can be made in writing; it can also be provided by a notary or a notary appointed abroad, by a representative of a comparable legal adviser or by a (3) In the notification, the following shall be stated:

1.

a domestic business address,

2.

The nature and extent of the power of representation of the members of the Management Board.

(4) The application shall be accompanied by

1.

the Articles of Association and the documents in which the Articles of Association have been established and the shares have been adopted by the founders;

2.

in the case of § § 26 and 27, the contracts which underlie or have been concluded for the purposes of the provisions and a calculation of the foundation costs of the company; in the calculation, the remuneration shall be in accordance with Art. and the level and the recipients individually;

3.

the documents relating to the appointment of the Executive Board and the Supervisory Board;

3a.

a list of the members of the Supervisory Board, which indicates the name, first name, occupation and place of residence of the members;

4.

the Founding Report and the audit reports of the members of the Management Board and of the Supervisory Board as well as of the founding testers, together with their documents.

5.

(dropped)

(5) For the submission of documents in accordance with this Act, Section 12 (2) of the Commercial Code shall apply accordingly. (6) (omitted) Unofficial table of contents

§ 37a Registration in case of foundation without external foundation examination

(1) If, in accordance with Section 33a, an external audit is to be carried out, this is to be explained in the application. The subject-matter of any kind of insecurity or transfer of material is to be described. The declaration shall include the declaration that the value of the contributions in kind or in kind shall reach the lowest amount of the shares to be granted or the value of the benefits to be granted for that purpose. The value, the source of the evaluation and the method of valuation applied shall be indicated. (2) In the notification, the notifying parties must also assure them that they have exceptional circumstances in which the weighted average price of the products to be provided shall be weighted. securities or money market instruments within the meaning of Article 33a (1) (1) during the last three months prior to the date of their actual contribution, or circumstances which indicate that the fair value of the Assets within the meaning of Section 33a (1) No. 2 on the day of their actual (3) The application shall be accompanied by the following:

1.

Documents relating to the calculation of the weighted average price to which the securities or money market instruments to be introduced have been traded on an organised market during the last three months before the date of their actual contribution ,

2.

any expert opinion on which the assessment is based in the cases referred to in Article 33a (1) (2).

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Section 38 Examination by the Court

(1) The Court of First Instance has to examine whether the company is properly established and registered. If this is not the case, it must refuse registration. (2) The court may also refuse registration if the founding auditors declare or it is obvious that the Founding Report or the audit report of the members of the Executive Board and the Supervisory Board is inaccurate or incomplete or does not comply with the statutory provisions. The same shall apply where the auditors declare or the Court of First Instance considers that the value of the contributions in kind or in kind does not insignificantly exceed the lowest amount of the shares to be granted or the value of the shares to be paid in return for the purpose of (3) If the application contains the declaration pursuant to section 37a (1) sentence 1, the court has to examine exclusively whether the conditions of § 37a have been fulfilled with regard to the value of the intangible deposits or in-kind cases. . Only in the event of a manifest and significant overvaluation, the court may refuse registration. (4) Due to a defective, missing or void provision of the articles of association, the court may only refuse the entry in accordance with paragraph 1, to the extent that: this provision, its absence or its nullity

1.

Facts or legal relationships which, pursuant to Article 23 (3) or pursuant to other mandatory statutory provisions, must be laid down in the Articles of Association or which must be entered in the Commercial Register or be notified by the Court of First Instance,

2.

any provisions which are exclusively or primarily intended for the protection of the creditors of the company or otherwise in the public interest; or

3.

the invalidity of the statutes shall result.

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Section 39 Content of the registration

(1) In the registration of the company, the company and the registered office of the company, a domestic business address, the subject matter of the company, the amount of the share capital, the date of the determination of the articles of association and the members of the board of directors . If a person entitled to receive declarations of intent and delivery to the company is registered with a domestic address for registration in the commercial register, this information shall also be entered; third parties shall be deemed to be subject to such information. the receiving authorization shall be deemed to be continued until it has been deleted in the commercial register and the deletion has been made known, unless the absence of reception authorization was known to the third party. In addition, the members of the Management Board shall be responsible for the power of representation. (2) If the statutes contain provisions relating to the duration of the company or to the authorized capital, these provisions shall also be incorporated. Unofficial table of contents

§ 40 (omitted)

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§ 41 Action on behalf of the company prior to registration. Prohibited share issue

(1) Prior to the registration in the Commercial Register, the Company does not exist as such. Any person acting on behalf of the company before the registration of the company is personally liable; act more than any other person as a full debtor. (2) The company takes over a commitment entered into by contract in its name prior to its registration by means of a contract with the If the debtor is to be replaced by the debtor, the creditor's acceptance shall not be effective if, within three months from the date of registration of the company, the debtor's acceptance of the debt is not accepted by the debtor. , and communicated to the creditor by the company or debtor. (3) The Company cannot accept obligations arising from contracts not laid down in the Articles of Association on special advantages, start-up expenses, contributions in kind or in kind. (4) Shares rights cannot be transferred prior to the registration of the company, No shares or intermediate notes are issued. The previously issued shares or intermediate notes are void. The donors are responsible for the damage resulting from the issueof the issuers as the total debtor. Unofficial table of contents

§ 42 EinPersons-Society

If all shares belong to a shareholder alone or in addition to the company, a corresponding notice must be submitted immediately, stating the name, first name, date of birth and place of residence of the sole shareholder. Unofficial table of contents

§ § 43 and 44 ----

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§ 45 Selaying of seats

(1) If the registered office of the company is transferred domestiy, the transfer shall be notified to the court of the previous seat. (2) If the seat is transferred from the district of the court of the previous seat, the seat shall immediately be transferred from office to the court of the former seat. to inform the court of the new seat. The notification shall be accompanied by the entries in respect of the registered office and the documents held by the competent court so far; in the case of electronic register management, the entries and the documents shall be transmitted electronically. The court of the new seat has to examine whether the transfer has been duly decided and in accordance with Section 30 of the Commercial Code. If this is the case, it shall be required to enter the seat and, in so doing, to take over the entries notified to it without further examination in its commercial register. The registration shall take effect with the registration. The registration shall be notified to the court of the previous seat. (3) If the seat is transferred to another place within the district of the court of the previous seat, the court must verify that the seat is laid down properly and Section 30 of the Commercial Code is respected. If this is the case, it shall be required to insert the seat. The registration shall take effect with the registration. Unofficial table of contents

§ 46 Responsibility of the founders

(1) The founders are responsible to the company as a total debtor responsible for the accuracy and completeness of the information provided for the purpose of establishing the company over the acquisition of the shares, deposit on the shares, use of paid-in Amounts, special benefits, start-up expenses, contributions in kind, and material transfers have been made. They are also responsible for the fact that a body intended for the acceptance of deposits on the share capital (§ 54 para. 3) is suitable for this purpose and that the amounts paid are at the free disposal of the board of management. They shall, without prejudice to the obligation to replace the otherwise arising damage, have to make a lack of deposits and to replace a remuneration not included in the start-up effort. (2) The company shall be replaced by the founders of the company. In the event of a loss of income, a loss of material or a foundation effort intentionally or from gross negligence, all of the founders shall be obliged to replace them. (3) A founder shall be exempt from these obligations if he or she is responsible for the The obligation to provide a replacement is neither known nor in the event of the diligence of a of the ordinary businessman. (4) In the event of a failure of the company, because a shareholder is insolvent or unable to make a contribution in kind, the company's founders shall be obliged to replace them as the total debtor, which shall be responsible for the loss of the goods. Participation of the shareholder in the knowledge of his insolvency or incapacity for performance has been accepted. (5) In addition to the founders, persons are equally responsible for the calculation of which the founders have acquired shares. They cannot rely on their own ignorance because of such circumstances, which knew or had to know a founder who was acting for their account. Unofficial table of contents

§ 47 Responsibility of other persons in addition to the founders

In addition to the founders and the persons for whose account the founders have acquired shares, the company is obligated to pay compensation as the total debtor of the company,

1.

Who, on receipt of a remuneration which is not included in the initial effort contrary to the rules, knew or had to accept, in the circumstances, that the concealment was intended or effected, or who knowingly to conceal (i)

2.

if, in the event of an intentional or gross negligence on the part of the company, it has knowingly contributed to the injury caused by deposits or intakes on the injury;

3.

before the registration of the company in the commercial register or in the first two years after registration, he shall publicly announce the shares in order to place them on the market if he or she has the inaccuracy or incompleteness of the information provided for the purpose of: the company was founded (§ 46 para. 1), or knew the damage to the company through deposits or intakes of material, or had to be aware of the care taken by a prudent businessman.

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§ 48 Responsibility of the Executive Board and the Supervisory Board

Members of the Board of Management and of the Supervisory Board, which infringe their duties at the time of the establishment, shall be obliged to compensate the company for the damage resulting therefrom as a total debtor; they shall be responsible, in particular, for the fact that one of the members of the Board of Management Acceptance of deposits on the shares is appropriate for this purpose (Section 54 (3)), and the amounts paid are at the free disposal of the Board of Management. In the case of the due diligence and responsibility of the members of the Management Board and the Supervisory Board in the case of the foundation, § 93 and 116 shall apply, with the exception of § 93 (4) sentences 3 and 4 and (6). Unofficial table of contents

Section 49 Accountability of the founding auditors

Section 323 (1) to (4) of the Commercial Code on the liability of the auditor is applicable mutatily. Unofficial table of contents

§ 50 waiver and comparison

The Company can rely on claims for compensation against the founders who, in addition to these liable persons and against the members of the Management Board and Supervisory Board (§ § 46 to 48), only three years after the registration of the company in the commercial register and Only if the Annual General Meeting agrees, and not a minority whose shares together reach the tenth part of the capital stock, do not vote against it or compare it to the minutes of the minutes. The time limit shall not apply if the substitute is insolvent and compares to the application of the insolvency proceedings with its creditors or if the replacement obligation is regulated in an insolvency plan. Unofficial table of contents

Section 51 limitation of the claims for compensation

Compensation claims of the company pursuant to § § 46 to 48 of the company in five years ' time. The limitation period shall begin with the registration of the company in the commercial register or, if the act to replace it has been committed later, with the act of taking the action. Unofficial table of contents

Section 52 Reformation

(1) contracts of the company with founders or with more than 10 shareholders participating in the company with more than 10 of the share capital according to which they are present or to be produced, or other assets for one of the tenth part of the In the first two years since the registration of the company in the commercial register, the remuneration shall be increased only with the approval of the general meeting and by registration in the company's commercial register. Trade register effective. Without the approval of the general meeting or the registration in the commercial register, the legal acts are also ineffective in their execution. (2) A contract as referred to in paragraph 1 requires the written form, unless another form is prescribed. It is required by the convening of the Annual General Meeting, which is to decide on the approval of the general meeting, to interpret the company's business premises for the purpose of the shareholders ' inspection. Upon request, a copy shall be issued immediately to each shareholder. The obligations laid down in sentences 2 and 3 shall not apply if the contract is accessible for the same period through the company's Internet site. The contract is to be made available at the Annual General Meeting. The Board of Management has to explain it at the beginning of the negotiations. It must be attached to the minutes as an annex. (3) Prior to the decision-making of the Annual General Meeting, the Supervisory Board must examine the contract and report a written report (follow-up report). According to § 32 (2) and (3) of the Founding Report, the following report applies to the Founding Report. (4) In addition, prior to the decision-making, an examination by one or more founding examiners has to take place. § 33 (3) to (5), § § 34, 35 on the founding of the foundation shall apply mutatily. Under the conditions laid down in § 33a, it is possible to do so from an examination by a qualified majority. (5) The resolution of the general meeting requires a majority which comprises at least three quarters of the share capital represented in the decision-making process. If, in the first year following the registration of the company, the contract is entered in the commercial register, the shares of the assassin majority shall also reach at least one quarter of the total share capital. The Articles of Association may, in place of these majorities, determine larger capital majorities and other requirements. (6) After the approval of the Annual General Meeting, the Management Board has to declare the contract to be entered in the Commercial Register. The application shall be accompanied by the contract with the follow-up report and the report of the founding auditors with the documents in the form of documents. If, in accordance with the third sentence of paragraph 4, the third sentence is not subject to an external audit, Article 37a shall apply. (7) Objections to registration shall be considered as concerns, either because the Founder Examiners declare or because it is clear that the post-creation report is incorrect or is incomplete or does not comply with the statutory provisions or that the remuneration granted to the assets to be acquired is unreasonably high, the court may refuse to be registered. If the application contains the declaration pursuant to section 37a (1) sentence 1, § 38 (3) shall apply accordingly. (8) The date of the conclusion of the contract and the approval of the general meeting as well as the contractual partner of the company are to be registered. (9) Existing Provisions shall not apply if the acquisition of the assets is effected within the framework of the current business of the company, in the foreclosure or on the stock exchange. (10) (omitted) Unofficial table of contents

Section 53 Replacement rights in the case of post-establishment

§ § 46, 47, 49 to 51 apply to the replacement claims of the company in accordance with the provisions of the company's claims. The members of the Executive Board and the Supervisory Board shall be replaced by the founders. You must apply the diligence of a prudent and conscientious business manager. Where periods commensurate with the registration of the company in the commercial register, the registration of the re-establishment of the contract shall be replaced by the date on which the company is registered.

Part Three
Legal relationships of the Company and the Shareholders

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Section 53a Equal treatment of shareholders

Shareholders shall be treated equally under the same conditions. Unofficial table of contents

Section 54 Main obligation of the shareholders

(1) The shareholders ' obligation to perform the deposits shall be limited by the amount of the shares issued. (2) Insofar as the articles of association have not fixed in kind, the shareholders shall have to pay the amount of the shares to be issued. (3) The Registration of the company requested amount can only be made in legal means of payment or by crediting to an account at a credit institution or in accordance with § 53 (1) sentence 1 or § 53b (1) sentence 1 or paragraph 7 of the law on the credit Companies of the Company or of the Board of Management shall be paid at its free disposal . Claims of the Board of Management from these deposits are considered to be claims of the Company. (4) The claim of the Company to the performance of the deposits shall be statute-barred in ten years from its creation. If the insolvency proceedings are opened on the assets of the company, the limitation period shall not occur before the expiry of six months from the date of the opening. Unofficial table of contents

Section 55 Obligations of shareholders

(1) If the transfer of the shares is subject to the consent of the company, the Articles of Association may impose an obligation on shareholders to provide, in addition to deposits on the share capital, recurring, non-cash benefits. In doing so, it has to determine whether the services are to be provided in a remunerated or unpaid way. The obligation and the scope of the services shall be indicated in the shares and intermediate notes. (2) The Articles of Association may impose penalties on the case in which the obligation is not fulfilled or is not fulfilled. Unofficial table of contents

§ 56 No subscription of own shares. Acquisition of shares for the account of the company or by a dependent company or a majority holding company

(1) The Company shall not subscribe to its own shares. (2) A dependent company shall not have shares of the dominant company, a majority holding company, no shares of the company acting on it with a majority as its founder or in the exercise of an exchange or subscription right granted in the event of a conditional capital increase. A breach of this provision does not make the transaction ineffective. (3) Who, as the founder or draftsman or in the exercise of an exchange or subscription right granted in the event of a conditional capital increase, shares a share on behalf of the company; or of a dependent or majority-owned enterprise, cannot rely on the fact that it has not taken over the share for its own account. He shall be liable without regard to agreements with the company or the dependent or majority holding company on the full deposit. Before taking over the share for his own account, he does not have any rights arising from the share. (4) If shares are drawn in breach of paragraphs 1 or 2 in the case of a capital increase, any member of the board of the company shall also be liable to the shares. full deposit. This shall not apply if the board member proves that there is no fault. Unofficial table of contents

§ 57 No reinsuration, no return on deposits

(1) The deposits shall not be repaid to the shareholders. The payment of the purchase price in the case of the permissible acquisition of treasury shares shall not be considered as a return. The first sentence shall not apply to benefits which are made on the existence of a domitative or profit-transfer contract (§ 291) or which are covered by a full-fledged counterclaim or repayment of a full-value against the shareholder. In addition, the first sentence is not to be applied to the return of a shareholder loan and services to claims arising from legal acts which are economically equivalent to a shareholder loan. (2) The shareholders are not allowed to pay interest or disbursed interest. (3) Before the dissolution of the company, only the balance sheet profit may be distributed among the shareholders. Unofficial table of contents

Section 58 Use of the annual surplus

(1) The Articles of Association may only determine, in the event that the Annual General Meeting establishes the annual accounts, that amounts from the annual surplus shall be adjusted to other profit reserves. On the basis of such a statutes, no more than half of the net profit may be set in other profit reserves. In this case, amounts to be deducted from the statutory reserve and a loss contribution shall be deducted in advance from the annual surplus. (2) The Board of Management and the Supervisory Board shall determine the annual accounts, so that they may be part of the annual surplus, at the most However, half of them, in other profit reserves, are hiring. The Articles of Association may empower the Management Board and the Supervisory Board to set a larger or smaller part of the annual surplus. On the basis of such statutes, the Board of Management and the Supervisory Board may not set any amounts in other retained earnings if the other retained earnings exceed half of the share capital or if they exceed half of the share capital after the adjustment. would be more than (2a) Without prejudice to the provisions of paragraphs 1 and 2, the Management Board and the Supervisory Board may be entitled to the share capital of impairment losses of assets in the asset and round-robin assets and in the case of profit-making in the event of a profit or loss. , which may not be included in the special item with a repayment share, shall be placed in other retained earnings. The amount of these reserves shall be either shown separately in the balance sheet or indicated in the appendix. (3) The Annual General Meeting may, in the decision on the appropriation of the balance sheet profit, set further amounts in retained earnings or may present it as profit. In addition, if the statutes empower them to do so, it may also decide on a use other than the provisions of the first sentence or as the distribution among the shareholders. (4) The shareholders shall be entitled to the balance sheet profit, in so far as it is not in accordance with the law or the articles of association, (5) If the statutes so provide, the Annual General Meeting may also be subject to a decision of the General Meeting. Decide on the distribution of the material. Unofficial table of contents

Section 59 Tee-off payment on balance sheet profit

(1) The Articles of Association may authorise the Management Board to pay a disburr to the shareholders after the end of the financial year on the anticipated balance sheet profit. (2) The Board of Management may only pay a deposit if a preliminary conclusion is made for the the past financial year will result in an annual surplus. The deduction shall not exceed one half of the amount remaining from the annual surplus after deduction of the amounts to be set in profit reserves by law or by statute. In addition, the surcharge may not exceed half of the previous year's balance sheet profit. (3) The payment of a surcharge shall be subject to the approval of the Supervisory Board. Unofficial table of contents

§ 60 Profit Distribution

(1) The shares of the shareholders in the profit shall be determined according to their shares in the share capital. (2) If the deposits on the share capital are not made on all shares in the same ratio, the shareholders will get out of the distributable profit. an amount of four of the hundred of the deposits made. If the profit is not sufficient, the amount shall be determined according to a correspondingly lower rate. Deposits made in the course of the financial year shall be taken into account in accordance with the ratio of the time elapsed since the performance. (3) The Statutes may determine a different type of profit distribution. Unofficial table of contents

Section 61 Compensation of benefits

In the case of recurring services, to which shareholders are obliged, in addition to the deposits to the share capital, in accordance with the Articles of Association, a remuneration which does not exceed the value of the benefits may be paid without regard to whether a profit or loss of the balance sheet is expelled. Unofficial table of contents

§ 62 Liability of shareholders in the reception of prohibited services

(1) The shareholders have to grant the company benefits which they have received from it contrary to the provisions of this law. If they have received amounts as profit shares, the obligation exists only if they knew or did not know as a result of negligence that they were not entitled to refer to it. (2) The claim of the company can also be made by the creditors of the In so far as they are unable to obtain satisfaction from the company, the company shall be asserted. If insolvency proceedings are opened over the assets of the company, the right of the insolvency administrator or the lawyer shall exercise the right of the company creditors against the shareholders during the period of its duration. (3) The claims under these provisions in ten years since the reception of the service. Section 54 (4), second sentence, shall be applicable. Unofficial table of contents

§ 63 Consequences of non-timely deposit

(1) The shareholders shall have to pay the deposits by the Management Board upon request. (2) Shareholders who do not pay the requested amount in time shall have it from the date of the date of maturity of five of the hundreds for the period of the invitation to the public. Year of galvanic. The assertion of any further damage is not excluded. (3) In case of non-timely deposit, the Articles of Association may fix contractual penalties. Unofficial table of contents

Section 64 Exclusion of defaulting shareholders

(1) shareholders who do not deposit the requested amount in time can be set a grace period with the threat that they will be declared amortised after the expiry of their shares and the payments made. (2) The grace period must be shall be published three times in the company's sheets. The first notice shall be at least three months, the last one shall be at least one month before the expiry date. A period of at least three weeks must be between the various notices. Where the transfer of the shares is subject to the consent of the company, the one-time individual request to the defaulting shareholders shall be sufficient in place of the public announcements; a grace period shall be granted to the shareholders at least one of the following: (3) Shareholders who nevertheless do not pay the requested amount shall be paid for the benefit of the company by means of a notice in the company sheets of their shares and of the contributions paid to the company for the benefit of the company. to be amused. The notice shall indicate the shares declared to be lost, with their distinguishing characteristics. (4) In place of the old documents, new shares shall be issued, which shall indicate the amount of the arrears in addition to the instalments made. The excluded shareholder shall be liable for the loss of the company to this amount or to the amounts requested at a later date. Unofficial table of contents

§ 65 obligation of payment of the guerrior

(1) Each of the members of the excluded shareholder recorded in the share register shall be obliged to pay the repayable amount to the extent that this is not to be obtained by its remembers. The company has to notify its immediate foreman of the payment request to a former shareholder. The fact that the payment is not to be obtained shall be presumed if it has not been received within one month since the payment request and the notice of the foreman. The new document will be handed over against payment of the amount of the reserve. (2) Each foreman is only obliged to pay the amounts which are requested within two years. The period begins with the day on which the transfer of the share to the share register of the company is notified. (3) If the payment of the backward amount of the guerrian is not to be obtained, the company shall immediately release the share to the stock register. Stock exchange price and in the absence of an exchange price by public auction for sale. If no reasonable success is to be expected from the auction at the company's registered office, the share shall be sold at a suitable location. The time, place and subject of the auction shall be made public. The excluded shareholder and his/her guerriors shall be notified in particular; the notification may not be required if it is untunable. Notice and notification must be made at least two weeks before the auction. Unofficial table of contents

§ 66 No exemption of shareholders from their obligations

(1) The shareholders and their guerriors may not be exempted from their performance obligations in accordance with § § 54 and 65. The offsetting shall not be allowed against a claim by the company in accordance with § § 54 and 65. (2) Paragraph 1 shall apply in accordance with the obligation to return benefits received contrary to the provisions of this Act for which: Failure liability of the excluded shareholder as well as for the compensation obligation of the shareholder due to non-related performance of a material inlay. (3) By a proper capital reduction or by a capital reduction by confiscation of shares the shareholders may be exempted from the obligation to benefit from deposits, by a proper reduction of capital, however, at most equal to the amount by which the share capital has been reduced. Unofficial table of contents

Section 67 Registration in the share register

(1) Name shares shall be entered in the Company's share register, indicating the name, date of birth and the address of the holder and the number of shares or the share number and par value shares of the amount. The owner is obliged to inform the company of the information provided in sentence 1. The Articles of Association may determine the conditions under which entries in one's own name for shares belonging to another may be accepted. Shares belonging to a domestic, EU or foreign investment assets under the Capital Investment Code, whose shares or shares are not held solely by professional and semi-professional investors, shall be considered as shares the domestic, EU or foreign investment assets, even if they are co-ownership of the investors; the investment property does not have its own legal personality, they shall be deemed to be shares of the management company of the Investment assets. (2) In relation to the company, only one shareholder shall be deemed to be a shareholder. is entered in the share register. However, voting rights shall not consist of entries which exceed a maximum limit of the statutory limit laid down in the third sentence of paragraph 1 or in respect of which a statutory duty to disclose that the shares belong to another shall not be subject to the is fulfilled. Furthermore, voting rights from shares do not exist, as long as a request for information pursuant to the second sentence of paragraph 4 or sentence 3 after the expiry of the deadline is not fulfilled. (3) If the registered share goes on to another, then erasure and new registration shall be made in the share register. (4) The credit institutions participating in the transfer or custody of registered shares shall be obliged to provide the company with the information necessary for the management of the share register against the reimbursement of the necessary costs. , The registered person shall inform the company at its request within a reasonable time of the extent to which the shares, as the holder of which he is registered in the share register, shall also be included; in so far as this is not the case, he shall have the following information in paragraph 1. The information referred to in the first sentence shall be transmitted to the person for whom he holds the shares. This shall apply mutatily to the person whose data are transmitted in accordance with the second sentence or sentence. In paragraph 1, the fourth sentence shall apply; for the cost of the cost, the first sentence shall apply. If the holder of registered shares is not entered in the share register, the depository institution shall, at the request of the company, be obliged to pay itself separately in return for the reimbursement of the necessary costs by the company in its place to register the share register. Section 125 (5) shall apply accordingly. Where a credit institution is only temporarily entered separately in the share register in the context of a transfer operation of registered shares, that registration shall not release any obligations arising from paragraph 2 and in accordance with Section 128 and shall not apply to the application of the provisions of 3. (5) If, in the opinion of the company, a person has been wrongly registered as a shareholder in the share register, the company may delete the registration only if it has previously been registered by the parties to the register of shares. notify the intended deletion and provide them with a reasonable period of time The assertion of an appeal has been set. If a participant contradicts within the time limit, the deletion must not be deleted. (6) The shareholder can request information from the company about the data entered into the share register for his/her person. In the case of non-listed companies, the Articles of Association may continue to determine their status. The company may use the register data as well as the data communicated in accordance with the second sentence of paragraph 4 for its tasks in relation to the shareholders. In order to advertise the company, it may only use the data provided that the shareholder does not object to it. The shareholders shall be informed in an appropriate manner about their right of objection. (7) These rules shall apply in accordance with the relevant provisions for interim certificates. Unofficial table of contents

§ 68 Transfer of registered shares. Vinkulation

(1) Name shares may also be transferred by Indossament. For the form of the Indossament, the holder's legal document and its obligation to publish it shall apply mutas to the provisions of Articles 12, 13 and 16 of the Exchange Act. (2) The Articles of Association may bind the transfer to the consent of the Company. The approval is given to the Management Board. The Articles of Association may, however, determine that the Supervisory Board or the General Meeting shall decide on the granting of the consent. The statutes may determine the reasons for which consent may be refused. (3) In the case of transmission through Indossament, the company is obliged to examine the regularity of the series of indossamente, but not the signatures. (4) These rules shall apply mutatily to intermediate notes. Unofficial table of contents

Section 69 Legal community on one share

(1) If a share is entitled to a number of beneficiaries, they may exercise the rights of the share only by a Community representative. (2) For the performance on the share, they are liable as total debtors. (3) If the company has a declaration of intent to the shareholder, it shall be sufficient if the beneficiaries of the company have not designated a representative of the Community, to submit the declaration to a person entitled to the right of action. In the case of several heirs of a shareholder, this applies only to declarations of intent which have been made after the expiration of one month since the seizance of the inheritance. Unofficial table of contents

Section 70 Calculation of the share ownership

Where the exercise of rights from the share is conditional on the shareholder having been the holder of the share for a specified period, the ownership shall be entitled to transfer to a credit institution, financial service institution, or a company acting in accordance with Section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the Law on the Credit Esen Undertaking ("Banking Act"). The term of ownership of a legal forward shall be attributed to the shareholder if he/she shares the share free of charge, by his trustee, as a successor in total rights, in dealing with a community or in the case of an inventory transfer in accordance with § 14 of the Insurance supervision law or § 14 of the Law on building societies has acquired. Unofficial table of contents

Section 71 Acquisition of treasury shares

(1) The company may only acquire its own shares,

1.

if the acquisition is necessary in order to prevent a serious, imminent damage from society,

2.

if the shares are to be offered for purchase to persons who are or are in employment relationship with the company or a company affiliated with it,

3.

if the acquisition is carried out in order to find shareholders in accordance with § 305 (2), § 320b or § 29 (1), § 125 sentence 1 in conjunction with Section 29 (1), Section 207 (1) sentence 1 of the Transformation Act,

4.

if the acquisition is free of charge or if a credit institution carries out a purchase commission with the acquisition,

5.

as a result of the overall legal succession,

6.

on the basis of a decision taken by the general meeting on confiscation in accordance with the rules on the reduction of the share capital,

7.

if it is a credit institution, financial services institution or financial undertaking, on the basis of a decision of the general meeting for the purpose of securities trading. The decision must stipulate that the trading stock of the shares to be acquired for this purpose shall not exceed five of the hundred of the share capital at the end of each day; it must determine the lowest and the highest value. Authorisation shall not be valid for a maximum period of five years; or

8.

on the basis of a maximum five-year authorisation of the General Meeting, which shall determine the lowest and highest value and the share of the share capital, which may not exceed 10 of the hundred. The trade in treasury shares is excluded as a purpose. § 53a shall apply to acquisition and disposal. The acquisition and sale via the stock exchange is sufficient. Another sale may be decided by the Annual General Meeting; Section 186 (3), (4) and Section 193 (2) (4) shall apply mutas in this case. The Annual General Meeting may authorize the Executive Board to collect the treasury shares without further shareholders ' meeting.

(2) The shares acquired for the purposes of paragraph 1 (1) to (3), (7) and (8) together with other shares of the company which the company has already acquired and which has already acquired it may not be accounted for more than ten of the hundred of the capital stock. This acquisition shall also be permitted only if, at the date of acquisition, the company could constitute a reserve of the costs of the acquisition without reducing the share capital or a reserve to be formed in accordance with the law or the statutes, which does not may be used for payment to shareholders. In the cases referred to in paragraph 1 (1), (2), (4), (7) and (8), the acquisition shall be permitted only if the shares of the expenditure are fully paid. (3) In the cases referred to in paragraph 1 (1) (1) and (8), the Management Board shall have the next general meeting on the reasons and the reasons for the acquisition. The purpose of the acquisition is to inform about the number of shares acquired and the amount of the share capital which they depart from, about their share in the share capital and the value of the shares. In the case referred to in paragraph 1 (2), the shares shall be issued to the employees within one year of their acquisition. (4) A breach of paragraphs 1 or 2 shall not render the acquisition of treasury shares ineffective. However, a debt-rightful transaction relating to the acquisition of treasury shares shall be void in so far as the acquisition violates paragraphs 1 or 2. Unofficial table of contents

Section 71a Reaction transactions

(1) A legal transaction which relates to the granting of an advance or a loan or the performance of a security by the company to another for the purpose of acquiring shares in that company shall be void. This shall not apply to legal transactions in the context of the day-to-day operations of credit institutions or financial services institutions and to the granting of an advance or loan or to the performance of a security for the purpose of the acquisition. of shares by employees of the company or of a company associated with it; in such cases, however, the transaction shall be void if the company, at the time of acquisition, is subject to a reserve in the amount of the expenses incurred in the acquisition of the shares could not form without the basic capital or a law or statutes to be formed To reduce the reserve, which must not be used for payment to shareholders. In addition, the first sentence shall not apply to legal transactions in the case of the existence of a domike or profit transfer contract (§ 291). (2) Furthermore, a legal transaction between the company and another under which the company may or may not be entitled to do so shall be deemed to be a legal transaction between the company and the other. to acquire shares of the company for the account of the company or of a dependent company or a company in its majority holding, in so far as the acquisition by the company would be contrary to § 71 (1) or (2). Unofficial table of contents

Section 71b Rights of own shares

The company does not have any rights from its own shares. Unofficial table of contents

Section 71c Disposal and confiscation of treasury shares

(1) If the company has acquired its own shares in violation of § 71 (1) or (2), it must be sold within one year after its acquisition. (2) Discharge on the shares which the company in accordance with § 71 (1) in admissible manner. (3) shall be sold within three years after the acquisition of the shares. (3) If the shares in the shares are in excess of 10% of the share capital, the shares shall be sold within three years of the acquisition of the shares. 1 and 2 have not been sold, they shall be drawn up in accordance with section 237. Unofficial table of contents

§ 71d Acquisition of own shares by third parties

A third party acting on its own behalf, but on behalf of the company, may only acquire or hold shares of the company in so far as this would be permitted by the company pursuant to § 71 (1) (1) to (5), (7) and (8) and (2). The same shall apply to the acquisition or possession of shares of the company by a company which is dependent on or in the possession of the majority of the company, and for the acquisition or possession by a third party of the company's own name, but for the acquisition or possession of such shares. The invoice of a dependent company or a company owned by the majority holding of the company. In the calculation of the share of the share capital according to § 71 (2) sentence 1 and § 71c (2), these shares shall be considered as shares of the company. In other respects, § 71 (3) and (4), § § 71a to 71c apply analogously. The third party or the company has to give the company the ownership of the shares at its request. The company shall reimburse the value of the shares. Unofficial table of contents

§ 71e Inpfandacceptance of treasury shares

(1) The acquisition of treasury shares in accordance with § 71 (1) and (2), § 71d shall be the same if treasury shares are to be taken as deposit. However, a credit institution or financial services institution may, within the framework of the current transactions, take up treasury shares up to the share of the share capital as a deposit, as determined in section 71 (2) sentence 1. Section 71a shall apply mutatiously. (2) A breach of paragraph 1 shall make the deposit of its own shares ineffective if the amount of the expenditure is not yet fully committed. A debt-rightful transaction on the deposit of its own shares is void, insofar as the acquisition violates paragraph 1. Unofficial table of contents

§ 72 Declaration of KraftloDeclaration of shares in the bid-up procedure

(1) If a share or an intermediate note has been lost or destroyed, the document may be declared without force in the bid procedure under the Act on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction . Section 799 (2) and § 800 of the Civil Code apply. (2) If the holder of the prize is issued with a profit or loss certificate, the declaration of power of the share or of the interim note shall also be deemed to be the right to be paid out of the remaining (3) The declaration of strength of a share in accordance with § § 73 or 226 shall not preclude the declaration of strength of the instrument referred to in paragraph 1 from the declaration of force. Unofficial table of contents

Section 73 Declaration of the power of shares by the company

(1) If the content of share certificates has become incorrect by a change in the legal circumstances, the company may authorise the shares which, despite being requested, are not submitted for correction or exchange with the Company, with the approval of the Company of the Court of First Instance. If the inaccuracy is based on a change in the nominal amount of the shares, they may be declared without force only if the nominal amount is reduced in order to reduce the share capital. Name shares cannot therefore be declared powerless, because the name of the shareholder has become incorrect. The appeal is admissible against the decision of the Court of First Instance; a ruling on the decision granting the authorisation is excluded. (2) The invitation to submit the shares has to threaten the declaration of strength and to the Authorisation of the Court of First Instance. The declaration of strength can only be made if the request has been made known in the manner prescribed for the grace period in § 64 (2). The declaration of strength shall be made by means of a notice in the company sheets. The notice shall indicate the shares declared for non-powerless shares in such a way as to make the announcement without further notice whether a share is declared powerless. (3) In place of the shares declared to be non-powerfully declared, subject to a In accordance with Section 10 (5), the replacement of shares shall be issued and handed over to the beneficiary or, if a right of deposit exists, to be deposited. The suspension or deposit shall be notified to the court. (4) As far as the reduction of the share capital is brought together, § 226 shall apply. Unofficial table of contents

Section 74 New documents in place of damaged or misappropriated shares or interim notes

If a share or an intermediate note is so damaged or disfigured that the document is no longer suitable for circulation, the person entitled may, if the essential content and the distinguishing characteristics of the certificate are still to be recognized, by the company requires the issuing of a new certificate against the handing over of the old one. He has to bear the costs and shoot it forward. Unofficial table of contents

§ 75 New profit share certificates

New profit-sharing certificates may not be issued to the owner of the renewal note if the owner of the share or the bill of issue is contrary to the issue; they are to be handed over to the owner of the share or the interim note if he/she is The main document is presented.

Fourth part
Constitution of the stock corporation

First section
Board

Unofficial table of contents

Section 76 Management of the Aktiengesellschaft

(1) The Board of Management shall be responsible for directing the Company under its own responsibility. (2) The Board of Management may consist of one or more persons. In the case of companies with a share capital of more than EUR 3 million, it shall consist of at least two persons, unless the articles of association determine that they consist of one person. The rules governing the appointment of a working director shall remain unaffected. (3) Member of the Management Board may only be a natural, unrestricted business person. Member of the Executive Board cannot be who

1.

is subject to a reservation of consent (§ 1903 of the Civil Code), in whole or in part, when he is concerned with his/her property affairs,

2.

may not exercise a profession, profession, trade or industry, either in full or in part, by virtue of a judicial judgment or a decision of an administrative authority which is enforceable by a court or profession, provided that the object of the business is wholly or partly the subject matter of the ban,

3.

on the grounds of one or more offences committed intentionally

a)

the omission of the position of the application for the opening of insolvency proceedings (insolvency proceedings);

b)

pursuant to sections 283 to 283d of the Criminal Code (insolvency offences),

c)

the incorrect information in accordance with § 399 of this Act or section 82 of the Act concerning limited liability companies,

d)

the incorrect representation in accordance with § 400 of this Act, § 331 of the German Commercial Code, § 313 of the Transformation Act or § 17 of the publicity law,

e)

in accordance with § § 263 to 264a or § § 265b to 266a of the Penal Code, to a term of imprisonment of at least one year

; this exclusion shall apply for a period of five years since the judgment of the judgment, not counting the time in which the offender has been held in an institution by the authority of the authorities.

Sentence 2 (3) shall apply in the event of a conviction abroad because of an act which is comparable to the acts referred to in sentence 2 (3). (4) The Board of Directors of companies which are listed on the stock exchange or are subject to co-determination shall apply to the Proportion of women in the two management levels below the Executive Board target. If the proportion of women is less than 30 per cent when the target sizes are set, the target sizes must not be less than the proportion achieved in each case. At the same time, deadlines must be laid down to achieve the objectives. The time limits may not be longer than five years. Unofficial table of contents

§ 77 Management Board

(1) If the Management Board consists of several persons, all members of the Board of Management are only authorized to take part in the management of the Board. The articles of association or the rules of procedure of the Executive Board may determine deviating circumstances; however, it cannot be determined that one or more of the members of the Board of Management shall decide on a disagreement on the Board of Directors against the majority of its members. (2) The The Board of Management may adopt its Rules of Procedure if the Articles of Procedure have not delegated the adoption of the Rules of Procedure to the Supervisory Board or the Supervisory Board shall adopt its Rules of Procedure for the Management Board. The Statute may be binding on individual questions of the Rules of Procedure. Decisions of the Executive Board on the Rules of Procedure must be taken unanimously. Unofficial table of contents

§ 78 Representation

(1) The board represents the company in court and out of court. If a company has no board of directors (no management), the company will be represented by the Supervisory Board in the event that it is handed over to the company in respect of declarations of intent or documents. (2) Consists of the Management Board from several Persons, if the articles of association do not determine anything else, all members of the Board of Management are only authorized to represent the company in a Community-based manner. If a declaration of intent is to be handed over to the company, the charge shall be sufficient for a member of the Management Board or, in the case of the second sentence of paragraph 1, to a member of the Supervisory Board. The representatives of the company referred to in paragraph 1 may, under the business address entered in the commercial register, make declarations of intent vis-à-vis the company and deliver documents for the company. Regardless of this, the delivery and delivery can also be effected under the registered address of the person entitled to receive the receiving person pursuant to § 39 (1) sentence 2. (3) The articles of association may also determine that individual board members alone or in Community with a prokurist to represent the company. The same may be determined by the Supervisory Board if the Articles of Association have authorized it to do so. The second sentence of paragraph 2 shall apply in such cases. (4) Board members empowered to represent the general representation may authorize individual members of the Board to take certain transactions or certain types of transactions. This shall apply mutatily if a single member of the Board of Management is authorized to represent the Company in the Community with a Procurist. Unofficial table of contents

§ 79 (omitted)

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Section 80 Information on business letters

(1) In all letters of business, whatever form addressed to a particular recipient, the legal form and the registered office of the company, the register court of the registered office of the company and the number under which the company is located shall be subject to the the trade register is registered, as well as all board members and the chairman of the supervisory board with the surname and at least one advertised first name. The Chairman of the Executive Board shall be designated as such. Where information is provided about the capital of the company, in each case the share capital and, if the shares of the issue are not fully paid, the total amount of the outstanding deposits must be given. (2) The information in accordance with the first and second sentences of paragraph 1, communications or reports which are carried out within the framework of an existing business relationship and which are normally used for forms in which only the specific individual requirements are required shall be required (3) Order notes are to be considered as business letters in the The meaning of paragraph 1. Paragraph 2 shall not apply to it. (4) In the case of all business letters and order forms used by a branch of a public limited company with registered offices abroad, the register at which the branch is to be held shall be subject to the following conditions: and the number of the register entry; otherwise, the provisions of paragraphs 1 to 3 shall apply to the particulars relating to the principal and branch offices, unless the foreign law makes any derogations necessary. If the foreign company is in liquidate, this fact as well as all unwinders must also be stated. Unofficial table of contents

Section 81 Amendment of the Executive Board and the power of representation of its members

(1) Any changes to the Executive Board or the power of representation of a member of the Management Board shall be notified to the Management Board for entry in the Commercial Register. (2) The application shall be the documents of the change to the original or publicly certified copy. (3) The new members of the Board of Management shall ensure in the notification that there are no circumstances in which their order is contrary to the provisions of section 76 (3), second sentence, no. 2 and 3 as well as the third sentence, and that they shall be informed of their unrestricted order. The obligation to provide information to the court has been awarded. Section 37 (2) sentence 2 shall apply. (4) (omitted) Unofficial table of contents

§ 82 Restrictions on the power of representation and business management

(1) The power of representation of the Board of Management cannot be limited. (2) In the relationship between the members of the Management Board and the Company, they are obliged to comply with the restrictions imposed by the provisions on the Company under the provisions of the Company's Statutes, the Supervisory Board, the Annual General Meeting and the Rules of Procedure of the Executive Board and the Supervisory Board for the Executive Board of Management have taken place. Unofficial table of contents

Section 83 Preparation and execution of General Assembly decisions

(1) At the request of the Annual General Meeting, the Management Board shall be obliged to prepare measures which fall within the competence of the General Meeting. The same applies to the preparation and conclusion of contracts, which will only take effect with the approval of the Annual General Meeting. The resolution of the Annual General Meeting requires the majorities required for the measures or for the approval of the contract. (2) The Management Board is obliged to take the measures decided upon by the General Meeting within the scope of its competence. . Unofficial table of contents

Section 84 Order and dismise of the Executive Board

(1) Board members shall appoint the Supervisory Board to a maximum of five years. A repeated appointment or extension of the term of office, each for a maximum period of five years, shall be admissible. They need a new Supervisory Board decision, which can be taken at the earliest one year before the end of the previous term of office. Only in the case of an order of less than five years may an extension of the term of office be provided without a new decision of the Supervisory Board, provided that the entire term of office is not more than five years. This applies analogously to the employment contract; however, it may provide that it shall continue to apply in the event of an extension of the term of office until the expiry of the term of office. (2) If several persons are appointed to the members of the Management Board, the Supervisory Board shall be able to appoint a (3) The Supervisory Board may revoke the appointment as a member of the Management Board and the appointment as Chairman of the Management Board, if there is an important reason. Such a reason is, in particular, gross breach of duty, inability to conduct a regular management or a withdrawal of trust by the Annual General Meeting, unless the trust has been withdrawn for apparently immaterial reasons. This also applies to the Management Board appointed by the first Supervisory Board. The revocation shall be effective until its invalidity has been legally established. The general rules apply to the claims arising from the employment contract. (4) The provisions of the Act on the participation of employees in the supervisory boards and boards of companies in the mining and iron and steel industries. In the revised version-Montan-Codetermination Act published in the Bundesgesetzblatt (Part III), outline number 801-2-on the special majority requirements for a Supervisory Board decision on the appointment of a The work director or the revocation of his/her order shall remain unaffected. Unofficial table of contents

§ 85 Order by the court

(1) If a required member of the Board of Management is missing, in urgent cases the court has to appoint the member at the request of a participant. The appeal is admissible against the decision. (2) The Office of the Board member appointed by the court shall not be held in any event as soon as the defect has been remedied. (3) The board member appointed by the court shall be entitled to a replacement of reasonable cash. Outlay and remuneration for its activities. If the board member appointed by the court and the company do not agree, the court shall determine the outlays and the remuneration. The decision is admissible against the decision; the legal complaint is excluded. The final decision shall take place in accordance with the Code of Civil Procedure. Unofficial table of contents

§ 86

(dropped) Unofficial table of contents

§ 87 Principles for the remuneration of the members of the Management Board

(1) The Supervisory Board has, in determining the total remuneration of the individual Management Board member (salary, profit share, expenses compensation, insurance fees, commissions, incentive-oriented remuneration commitments such as for example the right of equity and ancemials of any kind) to ensure that they are proportionate to the tasks and performance of the member of the Management Board and to the position of the company, and that the usual remuneration is not without special consideration Reasons beyond. The remuneration structure shall be geared towards sustainable corporate development in listed companies. Variable remuneration components are therefore to have a multi-year assessment basis; for extraordinary developments, the Supervisory Board is to agree on a limiting possibility. (2) The situation of the company deteriorates after the fixing in such a way that the repayment of the references under paragraph 1 would be unreasonable for the company, according to the the Supervisory Board or, in the case of Section 85 (3), the General Court, at the request of the Supervisory Board, shall reduce the remuneration to the appropriate level. Pensions, survivors ' benefits and related benefits may only be reduced in the first three years after leaving the company in accordance with the first sentence. By a reduction, the employment contract is not otherwise affected. However, the Executive Board member may terminate his employment contract for the end of the next calendar quarter with a notice period of six weeks. (3) The insolvency proceedings shall be opened and terminated by the company's assets. Insolvency administrator the employment contract of a member of the Management Board, so it can demand compensation for the damage which arises from the termination of the service relationship, only for two years since the termination of the service relationship. Unofficial table of contents

Section 88 Competition ban

(1) The members of the Management Board may not operate a trading business or do business in the company's branch of business for their own or foreign account without the consent of the Supervisory Board. You may not be a member of the Executive Board or Managing Director or personally liable partner of any other trading company without your consent. The consent of the Supervisory Board can only be granted for certain commercial or commercial companies or for certain types of transactions. (2) If a board member violates this prohibition, the company can compensate for damages. request. It may, instead, require the Member to have the transactions made on his own account to be deemed to have been received by the company and to issue the remuneration paid out of transactions relating to the foreign invoice or to his claim (3) The claims of the Company shall expire in three months from the date on which the remaining members of the Management Board and the members of the Supervisory Board become aware of the action to be taken in order to pay damages, or without gross negligence. Without regard to this knowledge or grossly negligent ignorance in five years ' time, they are committed to their creation. Unofficial table of contents

Section 89 Credit granted to board members

(1) The Company may grant credit to its Management Board members only on the basis of a decision of the Supervisory Board. The decision may only be taken in advance for certain credit transactions or types of credit transaction, and not for more than three months. He has to settle the interest and repayment of the loan. The granting of a loan is the result of a withdrawal which goes beyond the remuneration to be paid to the member of the Management Board, including the fact that the payment of advances to remuneration is also to be taken into account. This does not apply to loans which do not exceed one month's salary. (2) The Company may grant credit to its authorized authorized agents and to the entire business operations only with the consent of the Supervisory Board. A ruling company may give credit to legal representatives, prokurists or to the entire business operations authorised agent of a dependent company only with the consent of its supervisory board, a dependent company may grant loans to legal representatives, prokurists or authorised agents of the dominant undertaking authorized to the entire business operation only with the consent of the supervisory board of the controlling undertaking. (3) Paragraph 2 shall also apply to credit to the spouse, to a life partner or to an underage child of a member of the Management Board, another legal representative, a procurator or one to the whole Acting authorised agents. It shall also apply to credit to a third party authorised for the account of such persons or for the account of a member of the Management Board, another legal representative, a procurator or an authorised person for the whole of the business. (4) Is a member of the Executive Board, a procurist or an authorized representative for the entire business operation at the same time as a legal representative or a member of the supervisory board of another legal person or members of a commercial partnership, the company shall be entitled to: the legal person or the persons trading company shall grant credit only with the consent of the Supervisory Board; the second sentence of the first paragraph and the third sentence shall apply mutatily. This shall not apply where the legal person or the person-trading company is connected to the company or if the credit is granted for the payment of goods which the company of the legal person or of the (5) If, contrary to paragraphs 1 to 4, credit is granted, the loan shall be returned immediately without regard to any conflicting agreements, if the Supervisory Board does not agree to it subsequently. (6) Is the Company of a credit institution or financial services institution, to which § 15 of the Law on the In lieu of paragraphs 1 to 5, the provisions of the law on credit shall apply instead of paragraphs 1 to 5. Unofficial table of contents

§ 90 Reports to the Supervisory Board

(1) The Management Board shall report to the Supervisory Board on:

1.

the proposed business policy and other fundamental questions relating to business planning (in particular financial, investment and personnel planning), with the actual development of previously reported objectives being diverted, with an indication of the the reasons to be found;

2.

the profitability of the company, in particular the profitability of the equity capital;

3.

the course of business, in particular the turnover, and the situation of the company;

4.

Transactions which may be of considerable importance for the profitability or liquidity of the company.

If the company is a parent company (Section 290 (1), (2) of the Commercial Code), the report shall also be based on subsidiaries and on joint ventures (Section 310 (1) of the Commercial Code). In addition, the Chairman of the Supervisory Board must be reported on other important occasions; as an important occasion, a business transaction made known to the Board of Management is also to be considered at a related company, which is responsible for the situation of the (2) The reports referred to in the first sentence of the first sentence of paragraph 1, Nos 1 to 4, shall be reimbursed as follows:

1.

the reports referred to in point 1, at least once a year, if there are no changes in the situation or new issues, areas without immediate reporting;

2.

the reports referred to in paragraph 2 at the meeting of the Supervisory Board in which the annual accounts are being negotiated;

3.

the reports referred to in point 3 shall be regular, at least quarterly;

4.

the reports referred to in point 4 shall be as timely as possible that the Supervisory Board shall have the opportunity to comment on them prior to taking up the business.

(3) The Supervisory Board may, at any time, request a report from the Management Board on matters relating to the company, its legal and business relationships with related companies, as well as on business transactions with these companies, which: on the situation of society can be of considerable influence. A single member may also request a report, but only to the Supervisory Board. (4) The reports shall be in accordance with the principles of a conscientious and faithful account. They shall, as a rule, be reimbursed as soon as possible and, with the exception of the report referred to in the third sentence of paragraph 1, in text form. (5) Each member of the Supervisory Board shall have the right to be aware of the reports. To the extent that the reports have been reimbursed in text form, they shall also be transmitted to any member of the Supervisory Board upon request, unless the Supervisory Board has decided otherwise. The Chairman of the Supervisory Board shall inform the members of the Supervisory Board of the reports referred to in the second sentence of paragraph 1 at the latest at the next Supervisory Board meeting. Unofficial table of contents

§ 91 Organisation. Accounting

(1) The Management Board shall ensure that the necessary trading books are kept. (2) The Management Board shall take appropriate measures, in particular to establish a monitoring system in order to ensure that the survival of the company is at risk. Developments are recognized early on. Unofficial table of contents

§ 92 Board of Management obligations in case of loss, over-indebtedness or insolvency

(1) In the event of a statement of the annual balance sheet or an interim balance sheet, or if it is reasonable to assume that there is a loss in the amount of half of the share capital, the Management Board shall convene the General Meeting without delay (2) After the insolvency of the company has occurred or its over-indebtedness has surrendered, the Management Board shall not make any payments. This shall not apply to payments which, even after that date, are compatible with the diligence of a prudent and conscientious business manager. The same obligation shall be made by the Management Board for payments to shareholders, insofar as they have had to lead to the insolvency of the company, unless this was not discernable in the event of consideration of the care referred to in § 93 (1) sentence 1. Unofficial table of contents

§ 93 Due diligence and responsibility of the members of the Management Board

(1) The members of the Management Board shall apply the diligence of a prudent and conscientious business manager to their management. A breach of duty is not the case if, in the case of an entrepreneurial decision, the member of the Board of Management was reasonably allowed to take action on the basis of appropriate information for the benefit of the company. The confidential information and secrets of the company, including operational or business secrets, which have become known to the members of the Management Board through their activities on the Board of Management, have to keep silent. The duty of the third sentence shall not apply in relation to a test body recognised in accordance with Section 342b of the Commercial Code within the framework of an audit carried out by this Code. (2) Board members who violate their obligations shall be the company to replace the shall be liable as a full debtor for damage arising therefrom. If it is in dispute whether they have exercised the diligence of a prudent and conscientious business manager, it shall be subject to the burden of proof. If the company excludes insurance for the protection of a member of the Management Board against risks arising from its professional activities for the company, a deductity of at least 10 per cent of the damage shall be at least equal to the amount of the One-and-a-half times the fixed annual remuneration of the Executive Board member. (3) The members of the Management Board are obligated to replace them, in particular if contrary to this Act

1.

Deposits are repaid to shareholders,

2.

to be paid to shareholders interest or to profit shares;

3.

own shares of the company or any other company, acquired, taken as a deposit or confisable,

4.

shares are issued prior to the full performance of the issue amount,

5.

company assets are distributed,

6.

Payments are made contrary to § 92 (2),

7.

Remuneration for members of the Supervisory Board shall be granted,

8.

credit is granted,

9.

in the case of the conditional capital increase outside the fixed purpose, or before the full performance of the countervalue, reference shares are issued.

(4) If the act is based on a statutory decision of the Annual General Meeting, the Company does not meet the replacement obligation. By the fact that the Supervisory Board has approved the act, the replacement obligation is not excluded. Only three years after the creation of the claim, and only then, the company can dispense with or compare to claims for compensation if the general meeting agrees and not a minority whose shares together the tenth part of the To reach basic capital, a contradiction is raised. The time limit does not apply if the substitute is insolvent and compares to the application of the insolvency proceedings with its creditors or if the replacement obligation is settled in a bankruptcy plan. (5) The replacement claim the company may also be asserted by the creditors of the company, as far as they are unable to obtain satisfaction from the company. However, this shall apply in cases other than those of paragraph 3 only if the members of the Management Board have grossly violated the diligence of a prudent and conscientious business manager; the second sentence of paragraph 2 shall apply mutaly. In contrast, the creditors shall not be subject to the replacement obligation either by waiving or comparing the company or by the fact that the act is based on a decision of the general meeting. If insolvency proceedings are opened over the assets of the company, the right of the creditors against the members of the Board of Management shall exercise the right of the creditors during the period of the company's insolvency proceedings. (6) The claims arising from these regulations shall be subject to the law of the in the case of companies which are listed on the stock exchange at the time of the breach of duty, in ten years, in other companies in five years.

Footnote

(+ + + § 93 (6): For the application, see § 24 AktGEG + + +) Unofficial table of contents

Section 94 Deputy members of the Management Board

The rules applicable to the members of the Management Board shall also apply to their substitutes.

Second section
Supervisory Board

Unofficial table of contents

Section 95 Number of members of the Supervisory Board

The Supervisory Board consists of three members. The statutes may set a certain higher number. The number must be divisible by three. The maximum number of Supervisory Board members is in the case of companies with a share capital

up to	EUR 1 500 000 9,
of more than	EUR 1 500 000 15,
of more than	EUR 10 000 000 twenty-one.

The provisions of the Codetermination Act of 4 May 1976 (BGBl) are subject to the above provisions. 1153), the Act on the Codetermination of Montanas and the Act supplementing the Act on the participation of employees in the supervisory boards and boards of undertakings in the mining and iron and steel industries in the Federal Law Gazans Part III, outline number 801-3, published revised version-Co-determination supplement law-not touched. Unofficial table of contents

Section 96 Composition of the Supervisory Board

(1) The Supervisory Board shall sit down together
in the case of companies to which the Codetermination Act applies, from members of the Supervisory Board of shareholders and employees,
in the case of companies covered by the Act on the Codetermination of Montanes, the members of the Supervisory Board of the shareholders and of the employees and of other members,
in the case of companies subject to the provisions of § § 5 to 13 of the Codetermination Supplemental Act, members of the Supervisory Board of the shareholders and of the employees and of another member,
in the case of companies for which the Third Participation Act applies, from members of the Supervisory Board of the shareholders and employees,
in the case of companies for which the Act on the participation of employees in a cross-border merger of 21 December 2006 (BGBl. 3332), from the members of the Supervisory Board of the shareholders and of the employees,
in the case of the other companies, only members of the Supervisory Board of the shareholders. (2) In the case of listed companies, for which the Codetermination Act, the Act on Codetermination of Montanes or the Co-Determination Act applies, the At least 30 percent of the Supervisory Board is made up of women and at least 30 percent from men. The minimum share must be met by the Supervisory Board as a whole. If, on the basis of a decision taken by a majority, the side of the shareholder or employee representatives contradicts the Chairman of the Supervisory Board before the election of the overall performance, the minimum part for this election shall be from the side of the Shareholders and the employees ' side separately. In all cases, it is mathematically to be mathematically rounded off or rounded off to full numbers of persons. If, in the case of total filling, the higher proportion of women in one side is subsequently reduced, and if it now contradicts the total filling, the occupation on the other side will not be ineffective. An election of the members of the Supervisory Board by the Annual General Meeting and a posting to the Supervisory Board in violation of the minimum number of participants is void. If an election is annulled for other reasons, elections in the meantime shall not be contrary to the minimum number of participants. The choice of members of the Supervisory Board of employees shall be subject to the co-determination laws referred to in the first sentence. (3) In the case of listed companies which have emerged from a cross-border merger and in respect of which the law on the participation of employees in the case of a cross-border merger, the supervisory or administrative body is composed of the same number of shareholder and employee representatives, must be subject to the supervision or management body Women and men, each with a share of at least 30 percent to be represented. The second sentence of the second sentence of paragraph 2, 4, 6 and 7 shall apply. (4) The Supervisory Board may only be assembled in accordance with statutory provisions other than the most recently applied statutory provisions if, in accordance with Section 97 or in accordance with Section 98, the members of the Supervisory Board are published in the announcement of the Executive Board or in the the legal provisions specified in the court decision. Unofficial table of contents

Section 97 Notice on the composition of the Supervisory Board

(1) If the Management Board is of the opinion that the Supervisory Board is not composed in accordance with the statutory provisions applicable to it, it shall immediately apply this in the company sheets and, at the same time, by means of a notice in all companies of the Company and its Group companies. The notice shall indicate the statutory provisions applicable in the opinion of the Executive Board. It should be pointed out that the Supervisory Board will be assembled in accordance with these regulations, if not eligible pursuant to Section 98 (2) within one month of the announcement in the Federal Gazette, the court competent pursuant to Section 98 (1) (2) If the court competent pursuant to Section 98 (1) is not called within one month of the announcement in the Federal Gazette, the new Supervisory Board shall be in accordance with the statutory provisions specified in the notice of the Executive Board together. The provisions of the Articles of Association concerning the composition of the Supervisory Board, the number of Supervisory Board members as well as the election, dismise and posting of Supervisory Board members shall occur with the termination of the first Annual General Meeting, which shall be followed by: The expiry of the period of call shall be called up, at the latest six months after the expiry of this period, in so far as they are contrary to the statutory provisions now to be applied. At the same time, the Office of the Supervisory Board of the Supervisory Board shall be issued. A general meeting which takes place within the period of six months may, in place of the provisions of the statutes which are repeal of force, adopt new provisions of the statutes with a simple majority of votes. (3) As long as a judicial procedure has been § § 98, 99 is pending, a notice on the composition of the Supervisory Board cannot be made. Unofficial table of contents

Section 98 Judicial decision on the composition of the Supervisory Board

(1) If it is in dispute or uncertain according to which statutory provisions of the Supervisory Board is to be put together, it shall, upon request, only decide exclusively the district court in whose district the company has its registered office. (2) The application is entitled to apply

1.

the Management Board,

2.

each member of the Supervisory Board,

3.

every shareholder,

4.

the General Works Council of the Company or, if there is only one Works Council in the Company, the Works Council,

5.

the Company's Spokesperson's Committee or Company's Spokesperson's Committee, or, if there is only one Spokesperson Committee in the Company, the Spokesperson Committee,

6.

the General Works Council of another undertaking whose employees participate in the election of members of the Supervisory Board in accordance with the statutory provisions, the application of which is in dispute or uncertain, or by delegates in the election of members of the Supervisory Board of the Company; or if there is only one works council in the other company, the works council,

7.

the general or corporate spokesperson's committee of another undertaking whose employees are, in accordance with the statutory provisions, the application of which is in dispute or uncertain, itself or by delegates in the election of members of the Supervisory Board of the society, or, if there is only one spokesperson's committee in the other company, the spokesperson's committee,

8.

at least one-tenth or one hundred of the employees who participate in the election of members of the Supervisory Board in accordance with the law, the application of which is in dispute or uncertain, or by delegates in the election of members of the Supervisory Board;

9.

the leading organisations of trade unions which, in accordance with the law, the application of which is in dispute or uncertain, would have the right to make proposals;

10.

Trade unions which, in accordance with the law, the application of which is in dispute or uncertain, would have a right of proposal.

If the application of the Codetermination Act or the application of the provisions of the Codetermination Act is in dispute or uncertain, one tenth of the eligible persons entitled to the right to vote in Section 3 (1) No. 1 of the (3) The provisions of paragraphs 1 and 2 shall apply in accordance with the provisions of § 3 or § § § 3 or § 3. 16 of the co-determination law determining the relevant sales ratio correctly (4) In the event that the composition of the Supervisory Board does not comply with the court decision, the new Supervisory Board shall be put together in accordance with the statutory provisions specified in the decision. Article 97 (2) shall apply mutatily, with the proviso that the period of six months shall begin with the entry of the legal force. Unofficial table of contents

§ 99 Procedure

(1) The proceedings shall be governed by the Law on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction, unless otherwise specified in paragraphs 2 to 5. (2) The District Court has submitted the request in the To make company sheets known. The board of directors and each member of the Supervisory Board, as well as the works councils, spokespersons, top organisations and trade unions entitled to the application pursuant to section 98 (2) are to be heard. (3) The district court decides by a reasoned opinion. Decision. The decision of the Landgericht will be taken against the complaint. It can only be based on a violation of the law; § 72 (1) sentence 2 and section 74 (2) and (3) of the Act on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction as well as Section 547 of the Code of Civil Procedure shall apply sensual. The appeal may only be filed by the filing of a notice of appeal signed by a lawyer. The state government may, by means of a legal regulation, transfer the decision on the appeal to the districts of several Oberlandesgericht (Oberlandesgericht) to one of the Oberlandesgericht (Oberlandesgericht) or the Supreme Regional Court (Oberlandesgericht), if this is to secure a uniform Jurisprudence serves. The State Government can transfer the authorization to the Land Justice Administration. (4) The court has to deliver its decision to the applicant and to the company. It has also made it known in the company sheets without any reason. The complaint shall be submitted to each of the applicants pursuant to Section 98 (2). The notice of appeal shall begin with the publication of the decision in the Federal Gazette, but not for the applicant and the company before the notification of the decision. (5) The decision shall take effect only with the legal force. It works for and against everyone. The Executive Board shall immediately submit the final decision to the Commercial Register. (6) The costs may be imposed in whole or in part upon the applicant, if this corresponds to the equity. The costs of the participants will not be reimbursed. Unofficial table of contents

§ 100 Personal requirements for members of the Supervisory Board

(1) Member of the Supervisory Board may only be a natural, unrestricted business person. A person who is subject in whole or in part to a reservation of consent (§ 1903 of the Civil Code) in the course of his/her property affairs may not be a member of the Supervisory Board. (2) Member of the Supervisory Board cannot who is

1.

is already a member of the Supervisory Board in ten trading companies that are legally required to form a supervisory board,

2.

is a legal representative of a company dependent on the company;

3.

is a legal representative of another capital company whose supervisory board is a member of a board of directors of the company, or

4.

has been a board member of the same listed company for the past two years, unless his election is made on a proposal by shareholders who hold more than 25 percent of the voting rights in the company.

Up to five Supervisory Board seats, which are a legal representative (in the case of the proprietor of the holder) of the dominant undertaking of a group in the Group of Companies belonging to the Group, shall not be attributed to the maximum number set out in the first sentence of paragraph 1. have been legally required to form a supervisory board. The maximum number referred to in the first sentence of 1 (1) shall be doubled in the case of supervisory board offices within the meaning of point 1 for which the member has been elected chairman. (3) The other personal conditions of the members of the supervisory board as well as the other members are determined in accordance with the Codetermination Act, the Codetermination Act, the Co-Determination Act, the Third Participation Act and the Act on the Participation of the Workers at a cross-border merger. (4) The articles of association may be subject to personal conditions require only members of the Supervisory Board who are elected by the Annual General Meeting without being bound by election proposals or who are posted to the Supervisory Board pursuant to the Articles of Association. (5) In the case of companies in the meaning of Section 264d of the Commercial Code, at least An independent member of the Supervisory Board shall have expertise in the fields of accounting or auditing. Unofficial table of contents

Section 101 Order of the members of the Supervisory Board

(1) The members of the Supervisory Board shall be elected by the Annual General Meeting unless they are to be sent to the Supervisory Board or as members of the Supervisory Board of the employees in accordance with the Codetermination Act, the Co-Determination Act, the The third participation act or the law on the participation of employees in a cross-border merger. The Annual General Meeting is subject to election proposals only in accordance with § § 6 and 8 of the Montan-Mitdetermination Act. (2) A right to send members to the Supervisory Board can only be provided by the Articles of Association and only for certain shareholders or for the respective shareholders. Holders of certain shares shall be established. Holders of certain shares can only be granted the right of posting if the shares are denominated on their names and their transfer is tied to the consent of the company. The shares of the persons entitled to pay are not considered to be a special type. A total of one third of the number of Supervisory Board members of the shareholders resulting from the Act or the Articles of Association may be granted the posting rights. (3) Deputy members of the Supervisory Board may not be appointed . However, a substitute member may be appointed for each member of the Supervisory Board, with the exception of the other member elected pursuant to the Montan-Codetermination Act or the Co-Determination Act on a proposal from the other Supervisory Board members. , the member of the Supervisory Board shall become a member of the Supervisory Board if the Supervisory Board member falls away before the end of his term of office The substitute member can only be appointed at the same time as the member of the Supervisory Board. The rules applicable to the Supervisory Board member shall apply to his/her order as well as to the invalidity and dispute of his/her order. Unofficial table of contents

Section 102 Term of office of Supervisory Board members

(1) Supervisory Board members may not be appointed for a longer period of time than until the end of the General Meeting, which decides on the discharge for the fourth financial year after the start of the term of office. The financial year in which the term of office begins shall not be included. (2) The office of the substitute member shall expire at the latest with the expiry of the term of office of the member of the Supervisory Board who has fallen away. Unofficial table of contents

Section 103 Abconvening of Supervisory Board members

(1) The members of the Supervisory Board who have been elected by the Annual General Meeting without being bound to an election proposal may be dismissed by the Supervisory Board before the end of the term of office. The decision shall require a majority which shall comprise at least three quarters of the votes cast. The Articles of Association may determine a different majority and further requirements. (2) A member of the Supervisory Board who is posted to the Supervisory Board on the basis of the Articles of Association may, at any time, depart from the right of posting and replace it with another . If the conditions of the right of deprivation determined in the articles of association have been omitted, the General Meeting may convene the seconded member with a simple majority of votes. (3) The court has a member of the Supervisory Board at the request of the Supervisory Board , if there is an important reason in the person's person. The Supervisory Board shall decide on the application by a simple majority. If the Supervisory Board member has been sent to the Supervisory Board on the basis of the Articles of Association, shareholders whose shares together account for the tenth part of the share capital or the proportionate amount of one million euros may also submit the application. The appeal is admissible against the decision. (4) For the dismise of the members of the Supervisory Board who have not been elected by the Annual General Meeting without a tie to a nomination, nor are they posted to the Supervisory Board under the statutes. , in addition to the provisions of paragraph 3, the Codetermination Act, the Act on Co-determination, the Co-Determination Act, the Third Participation Act, the SE Participation Act and the Act on the Co-determination of Workers shall apply in the case of a Cross-border merger. (5) For the convening of a substitute member the rules on the convening of the Supervisory Board member for which it is appointed shall apply. Unofficial table of contents

§ 104 Order by the court

(1) In the event that the Supervisory Board does not belong to the number of members required for a quorum, the Court of First Instance shall, at the request of the Executive Board, a member of the Supervisory Board or a shareholder, supplement it with that number. The Management Board shall be obliged to submit the application without delay, unless the timely completion is to be expected before the next Supervisory Board meeting. If the Supervisory Board also has to consist of members of the Supervisory Board of the employees, the application may also be submitted.

1.

the General Works Council of the Company or, if there is only one Works Council in the Company, the Works Council, and, if the Company is a dominant company of a Group, the Group Works Council,

2.

the Company's Spokesman's Committee or, if there is only one Spokesperson Committee in the Company, the Spokesperson's Committee and, if the Company is a company of a Group, the Group Spokesperson Committee,

3.

the total works council of another undertaking, whose employees themselves or through delegates participate in the election, or, where there is only one works council in the other undertaking, the works council,

4.

the full or corporate spokesperson's committee of another company, whose employees themselves or through delegates participate in the election, or, if there is only one spokesperson's committee in the other company, the spokesperson's committee,

5.

at least one-tenth or one hundred of the employees who participate in the election themselves or through delegates,

6.

Top organizations of trade unions who have the right to propose members of the Supervisory Board of employees

7.

Unions, which have the right to propose members of the Supervisory Board of employees.

If, according to the Codetermination Act, the Supervisory Board also has to consist of members of the Supervisory Board of the employees, one tenth of the eligible persons entitled to the right to vote in Section 3 (1) (1) of the Codetermination Act are also eligible for the Supervisory Board. referred to in the co-determination act by the employee or the employee who is entitled to vote. The appeal is admissible against the decision. (2) For more than three months, the Supervisory Board shall be deemed to have fewer members than the number determined by law or by the statutes, and the court shall, upon request, supplement it with that number. In cases of urgency, the General Court shall, upon request, also supplement the Supervisory Board before the expiry of the period. The right of application shall be determined in accordance with paragraph 1. The appeal is admissible against the decision. (3) Paragraph 2 is based on a Supervisory Board in which the employees have a right of co-determination under the Co-Determination Act, the Montan Co-Determination Act or the co-determination law, with to apply the conditions,

1.

the court cannot supplement the supervisory board with respect to the other member, which is elected under the terms of the Montan-Mitdetermination Act or the co-determination law on a proposal from the other members of the Supervisory Board,

2.

that it is always an urgent matter if, apart from the other member referred to in paragraph 1 above, the Supervisory Board does not belong to all the members from which it has to pass by law or by statute.

(4) If the Supervisory Board also has to consist of members of the Supervisory Board of the employees, the General Court shall supplement it in such a way that the numerical ratio applicable to its composition is established. If the Supervisory Board is supplemented in the manufacture of its quorum, this shall only apply insofar as the number of Supervisory Board members required for a decision-making capacity makes it possible to maintain this relationship. If a member of the Supervisory Board is to be replaced, which, according to the law or the articles of association, must meet special conditions in personal terms, the member of the Supervisory Board appointed by the court must also comply with these conditions. If a member of the Supervisory Board is to be replaced in the election of which a top organization of the trade unions, a trade union or the works councils would have a right of proposal, the court shall take into account proposals of these bodies, unless the predominant interests of the company or of the general public are contrary to the appointment of the proposed person; the same shall apply if the member of the Supervisory Board would be elected by means of a delegate, for joint proposals by the company's works councils, in which delegates are to be elected. (5) The supplement by the court is Listed companies for which the Co-Determination Act, the Act on the Codetermination of the Codetermination, or the Co-Determination Act, apply in accordance with the first sentence of Article 96 (2). (6) The Office of the Court Member of the Supervisory Board shall not liaze as soon as the defect has been remedied. (7) The member of the Supervisory Board appointed by the court shall be entitled to the replacement of reasonable cash outlays and, if the members of the Supervisory Board of the Company receive remuneration. is granted on remuneration for its activities. At the request of the member of the Supervisory Board, the court shall determine the costs and the remuneration. The decision is admissible against the decision; the legal complaint is excluded. The final decision shall take place in accordance with the Code of Civil Procedure. Unofficial table of contents

§ 105 Incompatibility of the membership of the Management Board and the Supervisory Board

(1) A member of the Supervisory Board cannot at the same time be a member of the Management Board, permanently deputy to the members of the Management Board, the authorized representative of the Company or the entire business enterprise. (2) Only for one in advance limited period, for a maximum of one year, the Supervisory Board may appoint individual of its members to deputites of missing or prevented board members. A repeated appointment or extension of the term of office shall be permitted if this does not exceed a total of one year. During their term of office as alternate members of the members of the Management Board, the Supervisory Board members are unable to carry out any duties as members of the Supervisory The non-compete obligation of § 88 does not apply to them. Unofficial table of contents

Section 106 Notice of changes in the Supervisory Board

In the event of any change in the persons of the members of the Supervisory Board, the Management Board shall immediately have a list of the members of the Supervisory Board, from which name, first name, occupation and place of residence of the members is apparent, to the commercial register. , in accordance with Section 10 of the Commercial Code, the Court of First Instance has made it known that the list has been submitted to the Commercial Register. Unofficial table of contents

§ 107 Internal Order of the Supervisory Board

(1) The Supervisory Board shall elect a Chairman and at least one alternate after the statutes of the Articles of Association have been determined in the near future. The Board of Management has to register for the commercial register. The Deputy shall only have the rights and duties of the Chairman if this is prevented. (2) A minutes shall be prepared on the meetings of the Supervisory Board, which shall be signed by the Chairman. The minutes shall specify the place and the day of the meeting, the participants, the items on the agenda, the essential content of the negotiations and the decisions of the Supervisory Board. An infringement of the first sentence or the second sentence does not make a decision ineffectable. A copy of the minutes of the meeting shall be handed out to each member of the Supervisory Board upon request. (3) The Supervisory Board may appoint one or more committees from among its members, in particular in order to prepare its negotiations and decisions. or to monitor the implementation of its decisions. In particular, it may appoint an audit committee to monitor the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, as well as the final audit, In particular, the independence of the auditor and the additional services provided by the auditor. The tasks referred to in the first sentence of paragraph 1, § 59 (3), § 77 (2) sentence 1, § 84 (1) sentence 1 and 3, para. 2 and subsection 3 sentence 1, § 87 (1) and (2) sentence 1 and 2, § 111 para. 3, § 171, 314 (2) and (3) and decisions that certain types of transactions are only with the consent of the Supervisory Board may not be referred to a committee in place of the Supervisory Board for decision-making. The Supervisory Board shall be regularly reported on the work of the committees. (4) In accordance with Section 264d of the Commercial Code, the Supervisory Board of a company judges a Audit Committee within the meaning of the second sentence of paragraph 3, at least one of the following: Member fulfil the requirements of § 100 (5). Unofficial table of contents

Section 108 Decision-making of the Supervisory Board

(1) The Supervisory Board decides by decision. (2) The decision-making capacity of the Supervisory Board may, insofar as it is not regulated by law, be determined by the Articles of Association. If it is not regulated by law or by the Articles of Association, the Supervisory Board is only quorum if at least half of the members from which it has to pass by law or by statute in total participate in the decision-making. In any case, at least three members must take part in the decision-making process. The quorum shall not preclude the Supervisory Board from belonging fewer than the number determined by law or by the statutes, even if the numerical ratio which determines its composition is not respected. (3) absent As a result, members of the Supervisory Board can participate in the decision-making of the Supervisory Board and of its committees, so that they can be handed over written votes. The written votes can be handed over by other members of the Supervisory Board. They may also be handed over by persons who are not members of the Supervisory Board, if they are entitled to attend the meeting pursuant to § 109 para. 3. (4) Written, televo or other comparable forms of decision-making The supervisory board and its committees shall, subject to a more detailed regulation, be governed by the statutes or a rules of procedure of the Supervisory Board only if no member is contrary to this procedure. Unofficial table of contents

Section 109 Participation in meetings of the Supervisory Board and its committees

(1) In the meetings of the Supervisory Board and its committees, persons who do not belong to the Supervisory Board or to the Management Board shall not participate. Experts and respondents may be present for advice on individual items. (2) Supervisory Board members who do not belong to the Committee may attend the committee meetings if the Chairman of the Supervisory Board is not (3) The Articles of Association may allow persons who do not belong to the Supervisory Board to participate in the meetings of the Supervisory Board and its committees in place of prevented members of the Supervisory Board, if they do so in accordance with the provisions of Text form authorized. (4) Deviating legal regulations remain unaffected. Unofficial table of contents

§ 110 convening of the Supervisory Board

(1) Any member of the Supervisory Board or the Executive Board may require the Chairman of the Supervisory Board to convene the Supervisory Board without delay, stating the purpose and the reasons. The meeting must take place within two weeks of the convening of the meeting. (2) If the request is not met, the Supervisory Board member or the Executive Board may, with the notification of the facts and the indication of an agenda itself, be able to the Supervisory Board (3) The Supervisory Board must hold two meetings in the calendar half-year. In non-listed companies, the Supervisory Board may decide that a meeting shall be held in the calendar half-year. Unofficial table of contents

Section 111 Tasks and rights of the Supervisory Board

(1) The Supervisory Board shall monitor the Management Board. (2) The Supervisory Board may inspect the books and writings of the Company as well as the assets, including the Company Fund and the stocks of securities and goods, and check. It can therefore also appoint individual members or special experts for certain tasks. He gives the auditor the examination order for the year and the consolidated financial statements in accordance with § 290 of the German Commercial Code. (3) The Supervisory Board has to convene a general meeting if the well-being of the company demands it. A simple majority is sufficient for the decision. (4) Management measures cannot be transferred to the Supervisory Board. However, the Articles of Association or the Supervisory Board must determine that certain types of transactions may only be carried out with the consent of the Supervisory Board. If the Supervisory Board refuses its approval, the Management Board may require the General Meeting to decide on the approval. The decision by which the general meeting agrees shall require a majority comprising at least three quarters of the votes cast. The Articles of Association may not determine any other majority or further requirements. (5) The Supervisory Board of companies which are listed on the stock exchange or are subject to co-determination shall determine target quantities for the share of women in the Supervisory Board and the Management Board. If the proportion of women is less than 30 per cent when the target sizes are set, the target sizes must not be less than the proportion achieved in each case. At the same time, deadlines must be laid down to achieve the objectives. The time limits may not be longer than five years. Insofar as the Supervisory Board already has a quota pursuant to § 96 (2), the provisions shall only be made for the Management Board. (6) The Supervisory Board members may not let their duties be performed by others. Unofficial table of contents

Section 112 Representation of the company to members of the Management Board

The Supervisory Board represents the company in court and out of court with respect to the members of the Management Board. The second sentence of Section 78 (2) shall apply accordingly. Unofficial table of contents

Section 113 Compensation of Supervisory Board members

(1) The Supervisory Board members may be remunerated for their activities. It may be set in the Articles of Association or approved by the General Meeting. It shall be proportionate to the tasks of the members of the Supervisory Board and to the situation of the company. If the remuneration is fixed in the Articles of Association, the General Meeting may decide by a simple majority of the Articles of Association a change in the statutes by which the remuneration is reduced. (2) The members of the first Supervisory Board may only be members of the Supervisory Board. The Annual General Meeting will grant a remuneration for their activities. The decision can only be taken at the Annual General Meeting, which decides on the discharge of the members of the first Supervisory Board. (3) If the members of the Supervisory Board are granted a share in the annual profit of the company, the Share after the balance sheet profit, reduced by an amount of at least four from the hundred of the deposits paid to the lowest amount of the shares. Conflicting findings are null and void. Unofficial table of contents

Section 114 Contracts with Supervisory Board members

(1) A member of the Supervisory Board shall be obliged to act on the Supervisory Board by a service contract which does not justify an employment relationship or by means of a contract of work to the Company for an activity higher than that of the Company. Art, the effectiveness of the contract depends on the approval of the Supervisory Board. (2) In the event of such a contract, the company shall grant the Supervisory Board member a remuneration without the Supervisory Board having agreed to the contract, so the Member of the Supervisory Board to repay the remuneration, unless the The Supervisory Board approves the contract. A claim by the Supervisory Board member against the company for the issuance of the enrichment obtained by the activity carried out shall remain unaffected; however, the claim cannot be charged against the repayment of the repayment. Unofficial table of contents

Section 115 Credit granted to Supervisory Board members

(1) The Company may grant credit to its Supervisory Board members only with the consent of the Supervisory Board. A ruling company may only lend to Supervisory Board members of a dependent company with the consent of its Supervisory Board, a dependent company may only lend to Supervisory Board members of the ruling company with the consent of the Supervisory Board. Give the consent of the Supervisory Board of the ruling company. Consent may be granted only for certain credit transactions or types of credit transactions and not for longer than three months in advance. The decision on consent shall govern the rate of return and repayment of the loan. If the member of the Supervisory Board operates a commercial business as a single businessman, the consent is not required if the loan is granted for the payment of goods which the company provides to its commercial business. (2) Paragraph 1 also applies for loans to the spouse, life partner or to an underage child of a Supervisory Board member and for loans to a third party acting on behalf of these persons or for the account of a Supervisory Board member. (3) Is a Member of the Supervisory Board at the same time as a legal representative of another legal person or In the event of a shareholder of a commercial company, the company of the legal person or of the persons trading company may only grant credit with the consent of the Supervisory Board; the third sentence of the first sentence of paragraph 1 shall apply mutatily. This shall not apply where the legal person or the person-trading company is connected to the company or if the credit is granted for the payment of goods which the company of the legal person or of the (4) If, contrary to paragraphs 1 to 3, credit is granted, the loan shall be returned immediately without regard to any conflicting agreements, if the Supervisory Board does not agree to it subsequently. (5) Company of a credit institution or financial services institution, to which § 15 of the Law on the In lieu of paragraphs 1 to 4, the provisions of the law on credit shall apply instead of paragraphs 1 to 4. Unofficial table of contents

§ 116 Due diligence and responsibility of the Supervisory Board members

§ 93, with the exception of the third sentence of paragraph 2, on the duty of care and responsibility of the members of the Management Board, applies to the duty of care and responsibility of the Supervisory Board members accordingly. The members of the Supervisory Board shall be bound, in particular, to secrecy regarding confidential reports received and confidential deliberations. They shall be obliged to pay compensation in particular if they set an unreasonable remuneration (Section 87 (1)).

Third Section
How to use the influence on society

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Section 117 Claims for damages

(1) Any person who intentionally, using his influence on the company, determines to be a member of the Management Board or of the Supervisory Board, a procurator or an agent of action, to the detriing of the company or its shareholders , the company shall be obliged to pay compensation for the damage caused to it by the company. It is also obliged to the shareholders to replace the damage resulting from them, insofar as they have been damaged, apart from any damage which has been caused to them by damage to the company. (2) In addition to him, he shall be liable to: Joint debtors shall be the members of the Management Board and of the Supervisory Board if they have acted in breach of their duties. If it is in dispute whether they have exercised the diligence of a prudent and conscientious business manager, it shall be subject to the burden of proof. The Company and also the shareholders do not meet the replacement obligation of the members of the Board of Management and the Supervisory Board if the act is based on a statutory decision of the General Meeting. By the fact that the Supervisory Board has approved the act, the substitute obligation shall not be excluded. (3) In addition to him, he shall also be liable as a full debtor, who has gained an advantage through the damaging act, provided that he intentionally influences the influence of the person. (4) In order to abolic the obligation to replace the company, the provisions of § 93 (4) sentence 3 and 4. (5) The replacement claim of the company may also be asserted by the creditors of the company, insofar as they are are unable to obtain satisfaction. In contrast, the creditors shall not be subject to the replacement obligation either by waiving or comparing the company or by the fact that the act is based on a decision of the general meeting. If insolvency proceedings are opened over the assets of the company, the right of the creditors shall be exercised during the period of the insolvency administrator or the legal practiser. (6) The claims arising from these regulations shall be forcified in five years. (7) Provisions shall not apply if the Member of the Board of Management or the Supervisory Board, the Prokurist or the authorized representative by exercising

1.

the power of management on the basis of a control contract, or

2.

the power of a major company (§ 319), into which the company is incorporated,

to the injiyous act.

Fourth Section
General Meeting

First subsection
Rights of the General Meeting

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Section 118 General

(1) The shareholders shall exercise their rights in the affairs of the company at the Annual General Meeting, insofar as the law does not determine otherwise. The Articles of Association may provide for or empower the Management Board to ensure that shareholders participate in the Annual General Meeting without being present in their place and without an authorised representative, and that all or some of their rights in whole or in part by means of electronic communications. (2) The Articles of Association may provide for or empower the Management Board to provide shareholders with their votes, even without taking part in the Assembly, in writing or through electronic communications (postal ballot). (3) The members of the Executive Board and the Supervisory Board shall participate in the Annual General Meeting. The Articles of Association may, however, provide for certain cases in which the participation of members of the Supervisory Board may take place by way of image and sound transmission. (4) The Articles of Association or the Rules of Procedure pursuant to § 129 (1) may provide for or the Board of Directors or to authorize the head of the assembly to allow the image and sound transmission of the assembly. Unofficial table of contents

§ 119 Rights of the Annual General Meeting

(1) The Annual General Meeting shall decide in the cases expressly determined by the law and in the statute, namely by means of:

1.

the appointment of the members of the Supervisory Board, insofar as they are not to be sent to the Supervisory Board or as members of the Supervisory Board of the employees under the Co-Determination Act, the Co-Determination Act, the Third Party Participation Act or the Law on the participation of workers in a cross-border merger;

2.

the use of balance sheet profit;

3.

the discharge of the members of the Executive Board and the Supervisory Board;

4.

the appointment of the auditor;

5.

changes in the statutes;

6.

Measures of capital raising and capital reduction;

7.

the appointment of examiners for the examination of operations at the foundation or management;

8.

the dissolution of society.

(2) The Annual General Meeting may only decide on questions of management if the Management Board requires it. Unofficial table of contents

§ 120 Discharge; Votum to the remuneration system

(1) The Annual General Meeting shall decide annually in the first eight months of the financial year on the discharge of the members of the Executive Board and on the discharge of the members of the Supervisory Board. The discharge of a single member shall be subject to a separate vote if the general meeting decides or a minority requires it, the shares of which together account for the tenth part of the share capital or the proportionate amount of one million euros. (2) The Annual General Meeting approves the management of the company by the members of the Board of Management and the Supervisory Board. The discharge shall not include any waiver of claims for compensation. (3) The negotiation of the discharge shall be connected with the negotiation of the use of the balance sheet profit. (4) The Annual General Meeting of the listed company may be subject to the following: To approve the system for the remuneration of the members of the Management Board. The decision does not justify any rights or obligations; in particular, it shall be without prejudice to the obligations of the Supervisory Board in accordance with § 87. The decision shall not be challenged in accordance with Section 243.

Second subsection
Convening of the Annual General Meeting

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Section 121 General

(1) The Annual General Meeting shall be convened in the cases determined by law or by statute and then when the welfare of the company requires it. (2) The Annual General Meeting shall be convened by the Management Board, which shall decide by a simple majority. Persons registered in the Commercial Register as the Management Board shall be deemed to have the power to do so. The right of other persons, based on the law or the statutes, to convene the Annual General Meeting shall remain unaffected. (3) The convocation shall contain the company, the registered office of the company as well as the time and place of the general meeting. The agenda shall also be indicated. In the case of listed companies, the Management Board or, if the Supervisory Board convenes the Assembly, shall also state the Supervisory Board in the convening of the meeting:

1.

the conditions for participation in the assembly and the exercise of the voting rights and, where applicable, the record date in accordance with section 123 (3) sentence 3 and its significance;

2.

the procedure for voting

a)

by an authorised representative, having regard to the forms to be used for the issuing of a proxy for voting rights and the manner in which the company electronically provides proof of the appointment of an authorised representative as well as

b)

by postal ballot or by electronic communication in accordance with Section 118 (1) sentence 2, in so far as the articles of association provide for a corresponding form of exercise of the voting rights;

3.

the rights of the shareholders pursuant to § 122 (2), § 126 (1), § § 127, 131 (1); the information may be limited to the time limits for the exercise of the rights, if, moreover, further explanations are given on the website of the shareholders in the convocation. society is referred to;

4.

the website of the company via which the information according to § 124a is accessible.

(4) The convocation shall be made known in the company sheets. If the shareholders of the company are known by name, the general meeting may be convened by registered letter if the statutes do not specify anything else; the date of dispatch shall be deemed to be the date of the notice. § § 125 to 127 shall apply mutagentily. (4a) In the case of listed companies which have not exclusively issued registered shares and the convocation does not send the shareholders directly pursuant to the second sentence of paragraph 4 and 3, the convocation shall be no later than on the date of the publication of such media for publication, which may be deemed to have spread the information throughout the European Union. (5) If the statutes do not specify anything else, the Shareholders ' meeting at the company's headquarters. If the shares of the company are admitted to trading on a German stock exchange in the regulated market, the general meeting may also take place at the headquarters of the Exchange if the articles of association do not specify otherwise. (6) All shareholders have been published or , the Annual General Meeting may take decisions without complying with the provisions of this Subsection, unless a shareholder is contrary to the decision-making process. (7) For periods and dates recalculated by the Assembly, the day shall be of the Assembly is not to be expected. A transfer from a Sunday, a Sunday or a public holiday to a working day preceding or following a date is not possible. § § 187 to 193 of the Civil Code are not to be applied accordingly. In the case of non-listed companies, the Articles of Association may determine a different calculation of the period. Unofficial table of contents

Section 122 convening at the request of a minority

(1) The Annual General Meeting is to be convened if shareholders whose shares meet the twentieth part of the share capital require the convocation in writing, stating the purpose and the reasons; the request shall be addressed to the Management Board. The Articles of Association may require the right to demand the convening of the Annual General Meeting, to a different form and to the possession of a lower share of the share capital. (2) In the same way, shareholders whose shares together reach the twentieth part of the share capital or the pro rata amount of EUR 500 000 may require items to be placed on the agenda and shall be made known. Any new subject shall be accompanied by a justification or a proposal for a decision. The request within the meaning of the first sentence must be at least 24 days in the company, at least 30 days before the meeting in the case of listed companies; the date of access is not to be included. (3) If the request is not met, it shall be possible to: the court or tribunal shall authorise the shareholders who have made the request to convene the general meeting or to make the matter known. At the same time, the Court may designate the Chairman of the Assembly. The authorization shall be referred to the convocation or notice. The appeal is admissible against the decision. (4) The company shall bear the costs of the general meeting and, in the case of paragraph 3, also the court costs if the court has granted the application. Unofficial table of contents

§ 123 Deadline, registration for the Annual General Meeting, proof

(1) The General Meeting shall be convened at least thirty days before the day of the Assembly. The date of the convocation shall not be expected. (2) The Articles of Association may make the participation in the general meeting or the exercise of the voting right conditional upon the shareholders signing up before the meeting. The application must be submitted to the company at least six days before the meeting, under the address notified in the convocation. In the statutes or in the convocation on the basis of authorisation by the articles of association, a shorter time limit may be provided for in days. The day of access is not to be expected. The minimum period referred to in paragraph 1 shall be extended by the date of the date of application of the second sentence of sentence 2. (3) In the case of bearer shares, the statutes may determine how the entitlement to participate in the assembly or exercise of the voting rights is to be demonstrated; paragraph 2 Sentence 5 shall apply mutatily in this case. In the case of listed companies, a special proof of share ownership by the depository institution is sufficient in writing. The proof has been found in listed companies at the beginning of the 21. The day before the meeting must be taken at least six days before the meeting, under the address given in the convocation for this purpose. In the statutes or in the convocation on the basis of authorisation by the articles of association, a shorter time limit may be provided for in days. The day of access is not to be expected. In relation to the Company, only who has provided proof of participation in the Assembly or the exercise of the voting rights as a shareholder shall be deemed to be a shareholder. Unofficial table of contents

Section 124 Announcement of supplementary requests; proposals for decision-making

(1) If the minority in accordance with section 122 (2) requires items to be placed on the agenda, they shall be made known either by the convocation or otherwise without delay after receipt of the request. Section 121 (4) shall apply mutatically; in addition, in the case of listed companies, Section 121 (4a) shall apply mutatily. (2) If the election of members of the Supervisory Board is on the agenda, the notice shall state in accordance with which statutory provisions the members of the Supervisory Board, and whether the Annual General Meeting is subject to election proposals. The notice must also include, in the case of a selection of supervisory board members of listed companies for which the Co-Determination Act, the Montan Co-Determination Act or the Co-Determination Act applies, as well:

1.

Indication of whether the overall performance has been contradicted pursuant to Article 96 (2) sentence 3; and

2.

Indication of how many of the seats on the Supervisory Board must be occupied by at least each of the women and men in order to comply with the minimum number of seats in accordance with § 96 (2) sentence 1.

If the Annual General Meeting is to decide on a change in the statutes or on a contract which will take effect only with the consent of the Annual General Meeting, the wording of the proposed amendment of the sentence or the essential content of the contract shall also be worded. (3) For each item on the agenda on which the Annual General Meeting is to decide, the Management Board and the Supervisory Board, for the election of Supervisory Board members and auditors, have only the Supervisory Board, in the notice proposals on the To make decision-making. In the case of companies within the meaning of § 264d of the Commercial Code, the proposal of the Supervisory Board for the election of the auditor is to be based on the recommendation of the Audit Committee. Sentence 1 shall not apply if the General Meeting is bound by election proposals in the election of members of the Supervisory Board in accordance with Section 6 of the Act on Codetermination of the Act, or if the subject-matter of the decision-making is at the request of a minority. the agenda has been set. The proposal for the election of members of the Supervisory Board or examiners shall indicate their name, profession and place of residence. If the Supervisory Board also has to consist of members of the Supervisory Board of the employees, decisions of the Supervisory Board on proposals for the election of Supervisory Board members require only a majority of the votes of the Supervisory Board members of the shareholders; § (4) No decisions may be taken on items on the agenda which are not properly disclosed. No notice is required to take decisions on the request made in the Assembly for a general meeting to be convened, for applications to be placed on the agenda, and for negotiations without a decision. Unofficial table of contents

§ 124a Publications on the website of the company

In the case of listed companies, the company's website must be accessible via the company's website soon after the meeting:

1.

the content of the convocation;

2.

an explanation if no decision is to be taken on an item on the agenda;

3.

the documents to be made available to the Assembly;

4.

the total number of shares and voting rights at the time of the convocation, including separate information on the total number for each share of shares;

5.

where appropriate, the forms to be used in the event of a vote by representation or by means of a postal ballot, provided that these forms are not transmitted directly to shareholders.

A request made by shareholders within the meaning of section 122 (2) after the convocation of the Assembly shall be made available in the same manner to the company without delay after its receipt. Unofficial table of contents

§ 125 Communications for the shareholders and members of the Supervisory Board

(1) At least 21 days before the meeting, the Board of Management shall have the credit institutions and the associations of shareholders who have exercised voting rights for shareholders at the last general meeting or who have requested the communication to convene the The Annual General Meeting. The date of notification shall not be expected. If the agenda is to be amended in accordance with section 122 (2), the changed agenda shall be notified to listed companies. The communication shall indicate the possibilities for exercising the right to vote by an authorised representative, including by an association of shareholders. In the case of listed companies, a proposal for the election of members of the Supervisory Board must be accompanied by information on their membership of other supervisory boards to be formed by law; information on their membership in comparable in-and foreign inspection bodies of business enterprises should be attached. (2) The same communication has to be made by the Management Board to the shareholders who require it or at the beginning of the 14. The day before the meeting is registered as a shareholder in the company's share register. The Articles of Association may limit the transmission to electronic communications. (3) Each member of the Supervisory Board may require him to send the same communications to him. (4) Each member of the Supervisory Board and each shareholder shall be appointed to the Supervisory Board. Require the decisions taken at the Annual General Meeting to be notified. (5) Financial services institutions and the companies operating pursuant to § 53 (1) sentence 1 or § 53b (1) sentence 1 or (7) of the Law on the Banking Act are the credit institutions. equal. Unofficial table of contents

Section 126 Applications of shareholders

(1) Applications by shareholders, including the name of the shareholder, the statement of reasons and a possible opinion of the administration, shall be made available to the beneficiaries referred to in § 125 (1) to (3) under the conditions laid down there, if the Shareholders at least 14 days before the meeting of the company a counterclaim against a proposal by the Executive Board and the Supervisory Board on a specific item on the agenda with the reasons for the address given in the convocation for this purpose. has sent. The day of access is not to be expected. In the case of listed companies, the making available via the website of the company has to be made available. Section 125 (3) shall apply accordingly. (2) A counter-application and its explanatory statement need not be made accessible,

1.

as far as the Board of Management would be able to make itself punishable by making it accessible,

2.

if the counterclaim would result in a decision of the general meeting which is contrary to the law or to the statutes,

3.

if the statement of reasons is clearly incorrect or misleading, or if it contains insults,

4.

if a counter-application by the shareholder, which is based on the same facts, has already been made available to a general meeting of the company pursuant to section 125,

5.

if the same counter request of the shareholder has already been made available to at least two general meetings of the company in accordance with § 125 in the last five years with the same justification and less than the general meeting of the general meeting the twentieth part of the represented share capital for him,

6.

if the shareholder gives notice that he will not take part in the Annual General Meeting and will not be represented, or

7.

if in the last two years the shareholder has not submitted or has failed to submit a counter-application notified by him in two general meetings.

The statement of reasons shall not be made available if it is more than 5 000 characters in total. (3) If several shareholders agree to the same subject matter of the decision-making, the Executive Board may submit the counterproposals and their Summarize the justifications. Unofficial table of contents

Section 127 Electoral proposals of shareholders

The proposal of a shareholder for the election of members of the Supervisory Board or of statutory auditors shall apply in accordance with Section 126. The election proposal does not need to be justified. The Board of Management does not need to make the nomination accessible even if the proposal does not contain the information according to § 124 (3) sentence 3 and § 125 (1) sentence 5. The Board of Management has the proposal of a shareholder for the election of Supervisory Board members of listed companies for which the Co-Determination Act, the Montan Co-Determination Act or the Co-Determination Supplemental Act applies, with the following contents Provided:

1.

Reference to the requirements of § 96 (2),

2.

Indication of whether the overall performance has been contradicted in accordance with § 96 (2) sentence 3 and

3.

Indication of how many of the seats on the Supervisory Board must be occupied by at least each of the women and men in order to comply with the minimum number of seats in accordance with § 96 (2) sentence 1.

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§ 127a Shareholders ' Forum

(1) Shareholders or shareholders 'associations may, at the Federal Gazette Shareholders' Forum, request other shareholders to submit a request or a request under this Act jointly or in representation or to vote in a general meeting (2) The request shall contain the following information:

1.

the name and address of the shareholder or of the shareholders ' association;

2.

the company of the company,

3.

the request, the request or a proposal for the exercise of the right to vote on a agenda item;

4.

the day of the Annual General Meeting concerned.

(3) The request may indicate a justification on the website of the requesting and its electronic address. (4) The Company may indicate in the Federal Gazette an opinion on the request on its Internet site. (5) The Federal Ministry of Justice is authorized, by means of a decree law, to determine the external design of the Shareholders ' Forum and further details, in particular on the request, the notice, the charges, the deadlines for deletion, the right to delete Abuse and control of abuse. Unofficial table of contents

Section 128 Transmission of communications

(1) Has a credit institution at the beginning of the 21. On the day before the meeting for shareholders ' bearer shares of the company in custody or if it is registered in the share register for registered shares which do not belong to it, it shall immediately inform the shareholders of the communications pursuant to § 125 (1). , The Company's Articles of Association may restrict the transmission to electronic communications; in this case, the credit institution shall not be obliged to do so for other reasons. (2) The obligation of the credit institution to replace a credit institution shall be limited to the (3) The Federal Ministry of Justice shall be authorized, in agreement with the Federal Ministry of Economics and Technology, and the Federal Ministry of Economics and Technology, to Federal Ministry of Finance to prescribe by means of legal regulation that the Company of credit institutions the costs of

1.

the transmission of the information in accordance with section 67 (4) and

2.

the reproduction of the notices and for their transmission to the shareholders

has to be replaced. Lump sums may be fixed. The regulation does not require the consent of the Federal Council. (4) § 125 (5) applies accordingly.

Third Subsection
Negotiation document. Right of information

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§ 129 Rules of Procedure, List of participants

(1) The General Meeting may, by a majority of at least three quarters of the share capital represented in the decision-making process, lay down rules for the preparation and conduct of the general meeting. In the Annual General Meeting, a list of the shareholders who have appeared or represented, and the representatives of shareholders, with their name and place of residence as well as the par value shares of the amount, shall be the number of shares representing the number of shareholders represented by each (2) If a credit institution or a person referred to in § 135 (8) has been granted power to exercise the right to vote, the authorized representative shall exercise the right to vote in the name of the person who shall vote for the right to vote. , in the case of par value shares, the amount, the number of shares and the class of the shares shall be Shares for which he has been granted full powers shall be disclosed separately for inclusion in the list. The names of the shareholders who have granted powers do not need to be specified. (3) Those who are authorized by a shareholder to exercise their voting rights in their own name for shares which do not belong to it shall have the amount in the case of par value shares, in the case of no-par value shares, specify the number and nature of these shares separately for inclusion in the list. This also applies to registered shares, when the shareholders ' shareholders are registered in the share register. (4) Before the first vote, the list shall be made available to all participants. Every shareholder shall be granted access to the list of participants on request for up to two years after the Annual General Meeting. (5) § 125 (5) shall apply accordingly. Unofficial table of contents

§ 130 Niederschrift

(1) Any decision of the Annual General Meeting shall be on the basis of a record recorded by a notary on the negotiation of the General Meeting. The same applies to any desire of a minority in accordance with § 120 (1) sentence 2, § 137. In the case of non-listed companies, a minutes to be signed by the Chairman of the Supervisory Board shall be sufficient to the extent that no decisions are taken for which the law determines a three-quarters or greater majority. (2) In the The minutes shall indicate the place and day of the trial, the name of the notary and the nature and outcome of the vote and the determination of the chairman to decide on the decision. In the case of listed companies, the determination of decision-making for each decision shall also include:

1.

the number of shares for which valid votes have been cast,

2.

the share of the share capital represented by the valid votes,

3.

the number of votes cast for a decision, counter-votes and, where appropriate, the number of abstentions.

By way of derogation from the second sentence, the head of the assembly may limit the determination of the decision to be taken in respect of each decision to the fact that the required majority has been achieved if no shareholder requires a full determination in accordance with sentence 2. (3) The documents relating to the convening of the Assembly shall be annexed to the minutes of the minutes if they are not mentioned in the minutes, indicating their content. (4) The minutes shall be signed by the notary. (5) immediately after the meeting, the Management Board has certified a publicly certified copy of the minutes and its copy, signed by the Chairman of the Supervisory Board, in the case of the first sentence of paragraph 1. (6) listed companies must, within seven days after the meeting, have the results of the voting, including the information referred to in the second sentence of paragraph 2, on their Internet site . Unofficial table of contents

Section 131 Shareholders ' right to information

(1) Each shareholder shall, upon request at the Annual General Meeting, be informed by the Board of Management of matters relating to the company, insofar as it is necessary for the proper evaluation of the subject matter of the agenda. The obligation to provide information also extends to the legal and business relationships of the company to a connected company. If a company makes use of the facilitations according to § 266 (1) sentence 2, § 276 or § 288 of the Commercial Code, any shareholder may require that the annual accounts of the annual accounts be presented in the form of the annual accounts at the Annual General Meeting. , which it would have been without applying those provisions. The obligation to provide information of the Executive Board of a parent company (§ 290 (1), 2 of the Commercial Code) at the Annual General Meeting, which is presented to the consolidated financial statements and the group management report, also extends to the Group's position and to the position of the Group in the General Meeting. the consolidated financial statements. (2) The information has to comply with the principles of a conscientious and faithful account. The Articles of Association or the Rules of Procedure in accordance with § 129 may authorize the Head of the Assembly to limit the question and the right of the shareholder to a reasonable period of time and to determine more details. (3) The Board of Management may refuse to provide information,

1.

in so far as the provision of the information is appropriate, after a reasonable commercial assessment, to the detriment of the company or of an affiliated undertaking;

2.

insofar as it relates to tax value rates or to the level of individual taxes;

3.

the difference between the value of the items in the annual balance sheet and the higher value of those items, unless the general meeting establishes the annual accounts;

4.

on accounting policies, insofar as the disclosure of these methods is sufficient in the Annex, in order to provide a true and fair view of the assets, financial position and profit situation of the company within the meaning of Section 264 (2) of the the commercial code; this shall not apply if the Annual General Meeting establishes the annual accounts;

5.

insofar as the Board of Management would be punishable by the issuing of the information;

6.

where, in the case of a credit institution or financial services institution, information on the accounting and valuation methods used, as well as statements made in the annual accounts, annual report, consolidated financial statements or group management report, are not made available need to be;

7.

insofar as the information on the company's website is accessible throughout at least seven days before the beginning and at the Annual General Meeting.

For other reasons, the information may not be refused. (4) If a shareholder has been given information outside the Annual General Meeting on account of his property as a shareholder, then it shall be held by any other shareholder at its request in the The Annual General Meeting, even if it is not necessary for the proper assessment of the item on the agenda. The Board of Management may not refuse the information in accordance with the first sentence of the first sentence of paragraph 3 of this Article. Sentences 1 and 2 shall not apply if a subsidiary company (Section 290 (1), (2) of the Commercial Code), a joint venture (Section 310 (1) of the Commercial Code) or an associate company (Section 311 (1) of the Commercial Code) provide information to a parent company (§ 290 para. 1, 2 of the Commercial Code) for the purpose of including the company in the consolidated financial statements of the parent company and the information is required for this purpose. (5) Will a shareholder provide information , he may request that his/her question and the reason for which the information is refused are refused. , shall be included in the minutes of the hearing. Unofficial table of contents

Section 132 Judicial decision on the right of information

(1) If the Board of Management has to provide the information, only the District Court, in whose district the company has its registered office, shall decide only upon request. (2) Each shareholder who has not been informed of the requested information shall be entitled to claim the application, and, where a decision has been taken on the subject-matter of the agenda to which the information referred to it has been taken, each shareholder appearing at the general meeting, who has declared a contradiction with the minutes of the general meeting. The application must be submitted within two weeks after the Annual General Meeting, in which the information has been rejected. (3) § 99 (1), 3 Sentences 1, 2 and 4 to 6, as well as (5) sentences 1 and 3 shall apply accordingly. The appeal shall only take place if the District Court declares it admissible in the decision. § 70 (2) of the Act on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction is to be applied accordingly. (4) If the application is granted, the information shall also be given outside the General Meeting. The decision shall take place in accordance with the provisions of the Code of Civil Procedure. (5) The court covered by the procedure shall determine, at its reasonable discretion, to which party the costs of the proceedings are to be discounted.

Fourth subsection
Voting rights

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Section 133 Principle of simple majority voting

(1) The resolutions of the General Meeting require a majority of the votes cast (simple majority of votes), unless a larger majority or further requirements are determined by law or statutes. (2) For elections, the statutes may be different. Provisions. Unofficial table of contents

Section 134 Voting right

(1) The right to vote shall be exercised in accordance with share orders, in the case of no-par value shares according to the number of shares. In the event that a shareholder owns several shares, in the case of a non-listed company, the statutes may limit the voting rights by setting a maximum amount or by grading. The Articles of Association may also stipulate that the shares belonging to the shareholder shall also calculate the shares belonging to another one for his account. In the event that the shareholder is a company, it may also determine that the shares belonging to it shall also be the same as the shares held by a company which is dependent on or controlled by him or by a group affiliated to it, or for the shares which are owned by the shareholder, or Invoices of such companies belong to a third party. The restrictions cannot be ordered for individual shareholders. In the calculation of a majority of the capital required by law or by statute, the restrictions shall not be taken into consideration. (2) The right to vote shall begin with the full performance of the deposit. If the value of a concealed item of property does not correspond to the value referred to in Article 36a (2) sentence 3, this shall not be contrary to the beginning of the voting rights; this shall not apply if the difference in value is obvious. The Articles of Association may stipulate that the right to vote shall begin if the share is subject to statutory or higher statutory minimum requirements. In this case, the performance of the minimum deposit shall be given by a single vote; in the case of higher deposits, the proportion of votes shall be based on the amount of the deposits made. If the statutes do not determine that the right to vote begins before the complete performance of the deposit, and if no share has yet been provided for the deposit, the proportion of votes shall be determined by the amount of the deposits made, thereby granting the right to vote. the performance of the minimum inlay is one vote. In such cases, fractions of votes shall only be taken into account insofar as they result in full votes for the voting shareholder. The Articles of Association may not make provisions pursuant to this paragraph for individual shareholders or for individual classes of shares. (3) The right to vote may be exercised by an authorized representative. If the shareholder authorizes more than one person, the company may reject one or more of these. The issuing of the power of attorney, its revocation and the proof of authorization to the company shall require the form of text if, in the statutes or in the convocation on the basis of authorisation by the statutes, nothing deviates from that and with Listed companies are not intended to be easing. The listed company shall offer at least one way of electronic communication for the transmission of the proof. If the Company appointed proxy is authorized, the declaration of attorney must be held verifiably by the company for three years; Section 135 (5) shall apply. (4) The form of the exercise of the voting rights shall be governed by of the Statute. Unofficial table of contents

Section 135 Exercising of voting rights by credit institutions and business-wise trading

(1) A credit institution may exercise the right to vote in respect of shares which do not belong to it and whose holder is not registered in the share register only if it is authorised to do so. The authorisation may be granted only to a specific credit institution and shall be retained by the credit institution verifiably. The declaration of atrocity must be complete and may contain only explanations relating to the exercise of the voting rights. If the shareholder does not give any explicit instructions, a general authorisation may only be granted to the credit institution for the exercise of voting rights.

1.

in accordance with its own voting proposals (paragraphs 2 and 3), or

2.

, in accordance with the proposals of the Management Board or of the Supervisory Board or, in the case of divergent proposals, the proposals of the Supervisory Board (paragraph 4)

. If the credit institution offers the exercise of voting rights in accordance with the fourth sentence of sentence 1 or no. 2, it shall be offered at the same time, within the limits of the reasonable and up to the revocation of a shareholders ' association or of any other representative after the election of the shareholder documents required for the exercise of voting rights. The credit institution shall draw attention to the possibilities of revocation of the power of attorney and of the modification of the authorised representative every year and in a clear manner. The issuing of instructions on the individual items on the agenda, the granting and revocation of a general authority in accordance with the fourth sentence and an order under the fifth sentence, including its amendment, shall be given to the shareholder by a form or by a form or by a (2) A credit institution which wishes to exercise the right to vote on the basis of a proxy pursuant to the fourth sentence of paragraph 1, has its own proposals to the shareholder in good time for the exercise of the right to vote on the individual items to make the agenda available. In the case of these proposals, the credit institution shall be guided by the interest of the shareholder and shall take organisational measures to ensure that self-interest from other business areas does not flow; it has a member of the to appoint a management board to monitor compliance with these obligations and the proper exercise of voting rights and documentation. Together with its proposals, the credit institution has to point out that it will exercise the right to vote in accordance with its own proposals if the shareholder does not give a different instruction in time. If a member of the Board of Directors or a member of the credit institution belongs to the Supervisory Board of the Company or a member of the Management Board or an employee of the Company to the Supervisory Board of the credit institution, the credit institution shall have the following . The same shall apply if the credit institution holds a holding in the company which is subject to a reporting obligation pursuant to Section 21 of the Securities Trading Act or a consortium which has the last issue of securities within five years (3) If the shareholder has not given the credit institution instructions for exercising the voting rights, the credit institution shall have the right to vote in accordance with its own proposals in the case referred to in the first sentence of paragraph 1 , unless it may be assumed that the shareholder is aware of the fact that the shareholder has the state of affairs would approve the divergent exercise of the voting rights. If the credit institution has deviated from its own proposal in the exercise of the right to vote or, if the shareholder has not given instructions, it shall inform the shareholder and state the reasons for it. At its own general meeting, the authorized credit institution may only exercise the right to vote on the basis of the power of attorney, insofar as the shareholder has given an express instruction on the individual items on the agenda. The same applies in the assembly of a company in which it is directly or indirectly involved with more than 20% of the share capital. (4) A credit institution which, at the Annual General Meeting, has the right to vote on the basis of a proxy pursuant to paragraph 1 of this article. Sentence 4 (2) shall make available to the shareholders the proposals of the Management Board and the Supervisory Board, provided that this is not done otherwise. The third sentence of the third sentence of paragraph 2 and the third sentence of the third sentence of paragraph 3 shall apply in accordance with the provisions of paragraph 3. (5) Where the power of attorney allows, the credit institution shall be entitled to subdelegation to persons who are not his employees. Unless otherwise specified, the credit institution shall exercise the voting rights in the name of the institution concerned. If the postal ballot is registered with the company, the authorized credit institution may use it. In order to prove his/her voting rights in relation to the company, the disclosure of a credential in accordance with § 123 (3) is sufficient for listed companies; moreover, the articles of association provided for in the Statute for the exercise of voting rights are (6) A credit institution may exercise the right to vote in respect of registered shares which do not belong to it but whose holder it is registered in the share register only on the basis of an authorisation. Paragraphs 1 to 5 shall apply mutagentily to the authorization. (7) The validity of the vote shall not be affected by an infringement of the second sentence of paragraph 1 to 7, paragraphs 2 to 6. (8) The provisions of paragraphs 1 to 7 shall apply mutagenly to shareholders ' associations and persons who are acting in business with regard to shareholders in order to exercise the right to vote at the general meeting; this does not apply if the person who wishes to exercise the right to vote is legal representative, spouse or Life partner of the shareholder or with him up to the fourth degree related or consvanted. (9) The obligation of the credit institution to compensate for any damage arising from the breach of paragraphs 1 to 6 may not be excluded or limited in advance. (10) § 125 (5) shall apply mutatis-ly. Unofficial table of contents

Section 136 Exclusion of voting rights

(1) No one shall have the right to vote in respect of himself or for another, if a decision is taken on whether to relieve the burden or to free him from a liability or whether the company shall make a claim against him. In the case of shares from which the shareholder cannot exercise the right to vote in accordance with the first sentence, the right to vote may not be exercised by another. (2) A contract, by which a shareholder is obliged to act according to the instructions of the company, the board of management or the Supervisory Board of the Company or under the authority of a dependent company, the right to vote shall be void. Likewise, a contract is void, through which a shareholder undertakes to vote for the respective proposals of the Executive Board or the Supervisory Board of the Company. Unofficial table of contents

Section 137 Voting on nominations of shareholders

If a shareholder has made a proposal for the election of members of the Supervisory Board in accordance with § 127 and if he requests the election of the proposed member of the Supervisory Board at the Annual General Meeting, it shall be decided upon his request before the proposal of the Supervisory Board, if it is requires a minority of shareholders, whose shares together reach the tenth part of the represented share capital.

Fifth Subsection
Special Decision

Unofficial table of contents

§ 138 Separate Meeting. Separate vote

Special decisions made by certain shareholders in this law or in the statutes shall be taken either in a separate meeting of these shareholders or in a separate vote, unless the law determines otherwise. The provisions relating to the General Meeting shall apply to the convening of the separate assembly and to participation in it and to the right of access to it, and the provisions relating to the decisions of the General Assembly shall apply in accordance with the provisions of the special resolutions. If shareholders who are able to take part in the vote on the special decision require the convening of a separate assembly or the publication of an item for a separate vote, it shall be sufficient if their shares with which they are to be held are sufficient to: vote on the special decision, together with the tenth part of the shares from which the voting rights may be exercised in the vote on the special decision.

Sixth subsection
Preferred shares without voting rights

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§ 139 beings

(1) For shares which are endowed with a repayable advance in the distribution of the profit, the voting right may be excluded (preferred shares without voting rights). (2) preference shares without voting rights may only be used up to half of the share capital will be issued.

Footnote

(+ + + § 139 para. 2: For the application, see § 109 para. 3 sentence 3 KAGB + + +) Unofficial table of contents

Section 140 Rights of the preferred shareholders

(1) With the exception of the voting rights, the preferred shares without voting rights grant the rights to each shareholder from the share. (2) If the preferred amount is not paid in full in one year or not, and the arrears next year are not paid next to , the preferred shareholders shall have the right to vote until the arrears have been paid. In this case, the preferred shares must also be taken into account in the calculation of a majority of capital required by law or by statute. (3) Unless otherwise specified in the Articles of Association, the amount of the preferred amount shall not be determined in one year. or is not fully paid, nor shall any subsequent decision on the distribution of profits be paid to the backward preferred amount. Unofficial table of contents

Section 141 Repeal or limitation of the default

(1) A decision by which the preference shall be revoked or limited shall be subject to the approval of the preferred shareholders. (2) A decision on the issue of preferred shares to be used in the distribution of the profit or loss Company assets shall act or be equal to preferred shares without the right to vote, shall also be subject to the consent of the preferred shareholders. Consent shall not be required if the issue was expressly reserved for the exclusion of the preference or, if the right to vote was subsequently excluded, during the exclusion and the subscription rights of the preferred shareholders were not excluded. (3) The preferred shareholders shall have a special decision on the approval of the preferred shareholders in a separate assembly. It shall require a majority of at least three quarters of the votes cast. The Articles of Association may not determine a different majority or other requirements. Where the decision on the issue of preference shares which, in the distribution of profits or company assets, acts or is equivalent to preferred shares without the right to vote, the right of reference of the preferred shareholders to the reference of such shares shall be the subject of the (4) If the accusation is cancelled, the shares shall grant the right to vote.

Seventh subsection
Special examination. Assertion of replacement claims

Unofficial table of contents

Section 142 Order of the special examiners

(1) The Annual General Meeting may appoint examiners (special examiners) with a simple majority of votes in order to examine the procedures for the establishment or management of the company, including measures relating to the raising of capital and the reduction of capital. In the event of a decision, a member of the Management Board or of the Supervisory Board shall not be able to vote in favour of itself or another if the examination is intended to cover operations which have been carried out with the discharge of a member of the Executive Board or of the Supervisory Board. Supervisory Board or the initiation of a dispute between the Company and a member of the Board of Management or the Supervisory Board. The right to vote may not be exercised by any other member of the Management Board or Supervisory Board which cannot be co-voting in accordance with the second sentence. (2) The General Meeting shall be entitled to request special examiners to be appointed for the examination in the case of a transaction at the time of the establishment or for a period of not more than five years, the Court of First Instance shall, at the request of shareholders whose shares in the application together form the hundredth part of the share capital, shall have the right to: reach a proportionate amount of EUR 100 000, to appoint special examiners if facts which justify the suspicion that the act or the statutes or the statutes have inflicted gross violations of the law or of the statutes; this shall also apply to operations not over ten years, provided that the company is at the time of the Procedure was listed. Applicants have to prove that they have been holders of the shares for at least three months prior to the day of the Annual General Meeting and that they hold the shares until the decision on the application. § 149 (3) The provisions of paragraphs 1 and 2 shall not apply to transactions which may be the subject of a special examination pursuant to § 258. (4) If the Annual General Meeting has appointed special examiners, the following shall apply: the Court of First Instance, at the request of shareholders whose shares in the application together reach the hundredth part of the share capital or a proportionate amount of EUR 100 000, shall appoint another special examiner, if this is made up of one in the person of the special auditor appointed, in particular where the shall not have the knowledge necessary for the subject-matter of the special examination, to obtain his or her bias, or to insist on the reliability of the special examiner. The application must be submitted within two weeks from the day of the Annual General Meeting. (5) The court has to hear the Supervisory Board, in addition to the parties, and, in the case of paragraph 4, the special auditor appointed by the Annual General Meeting. The decision shall be admissible against the decision. The Landgericht, in whose district the company has its registered office, shall decide on the application in accordance with paragraphs 2 and 4. (6) The special examiners appointed by the court shall be entitled to the replacement of reasonable outlays and to remuneration for their own Activity. The expositions and remuneration shall be determined by the court. The decision is admissible against the decision; the legal complaint is excluded. The final decision is subject to compulsory enforcement in accordance with the Code of Civil Procedure. (7) The Company has issued securities within the meaning of Section 2 (1) sentence 1 of the Securities Trading Act, which is trading on a domestic exchange in the regulated market, in the case of the first sentence of the first sentence of paragraph 1, and in the case of the second sentence of paragraph 2, the court of the Bundesanstalt für Finanzdienstleistungsaufsicht shall have the appointment of the special auditor and its audit report ; in addition, the Court of First Instance has received an application for the appointment of a (8) The court proceedings referred to in paragraphs 2 to 6 shall apply the provisions of the Law on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction, to the extent that this Law is applicable to the Court of Justice. nothing else is determined. Unofficial table of contents

Section 143 Selection of special examiners

(1) Special examiners shall be appointed only if the subject-matter of the special examination does not require any other knowledge.

1.

persons who are sufficiently pre-educated and experienced in the accounts;

2.

Audit companies, whose legal representatives are sufficiently pre-established and experienced in the accounting system.

(2) Special examiner may not be who, according to § 319 (2), (3), § 319a (1), § 319b of the Commercial Code, may not be a statutory auditor or should have been during the period during which the process to be examined may have occurred. An audit firm may not be a special examiner if, pursuant to Section 319 (2), (4), § 319a (1), § 319b of the Commercial Code, it may not be a statutory auditor or if it had been the case during the period during which the operation to be examined was taken (3) (omitted) Unofficial table of contents

Section 144 Responsibility of the special examiners

§ 323 of the Commercial Code of the Accountability of the Auditor shall apply mutatily. Unofficial table of contents

§ 145 Rights of the special examiners. Audit Report

(1) The Board of Management shall allow the special examiner to examine the books and writings of the Company and the property, including the Company Fund and the stocks of securities and goods. (2) The Special examiners may be entitled to Members of the Board of Management and the Supervisory Board shall require any information and evidence which requires careful consideration of the transactions. (3) The special examiners shall also have the rights referred to in paragraph 2 in relation to a group company, as well as in relation to a dependent or dominant company. (4) At the request of the Executive Board , the Court of First Instance has to allow certain facts not to be included in the report, if the overriding concerns of the company do so and they do not, in accordance with Section 142 (2), to give effect to the unredness or gross negligence of the company. (5) The Landgericht (Landgericht), in whose district the company has its registered office, shall decide on the application in accordance with paragraph 4. Section 142 (5) sentence 2, para. 8 shall apply accordingly. (6) The special examiners shall report on the result of the examination in writing. Also facts which are likely to be notified to the company or to an affiliated undertaking to a not insignificant disadvantage must be included in the audit report if their knowledge of the assessment of the test to be examined must be carried out. It is necessary for the Annual General Meeting. The special examiners shall sign the report and submit it without delay to the Management Board and to the Register of Companies of the Company's registered office. Upon request, the Board of Management shall issue a copy of the audit report to each shareholder. The Management Board has to submit the report to the Supervisory Board and, when convening the next Annual General Meeting, it has to be announced as the subject of the agenda. Unofficial table of contents

§ 146 Costs

If the court orders special examiners, the company shall bear the court costs and the costs of the examination. If the applicant has obtained the order by intentionally or grossly negligently incorrect presentation, the applicant shall reimburse the company for the costs. Unofficial table of contents

Section 147 Recovery of replacement claims

(1) The replacement claims of the company from the foundation against the persons obligated pursuant to § § 46 to 48, 53 or from the management against the members of the Executive Board and the Supervisory Board or from § 117 must be asserted, if it decides on the general meeting with a simple majority vote. The replacement claim is to be asserted within six months from the date of the Annual General Meeting. (2) To assert the replacement claim, the Annual General Meeting may appoint special representatives. The court (§ 14) has, at the request of shareholders whose shares together reach the tenth part of the share capital or the proportionate amount of one million euros, as the representative of the company to assert the substitute claim other than the order to represent the company in accordance with § § 78, 112 or the first sentence of sentence 1, if it appears to be appropriate for the purpose of a hearing. If the court gives the request, the company shall bear the costs of the court. The decision shall be admissible against the decision. The representatives appointed by the court may require the company to replace reasonable outlays and to pay for their activities. The expositions and remuneration shall be determined by the court. The decision is admissible against the decision; the legal complaint is excluded. From the final decision the enforcement takes place in accordance with the Code of Civil Procedure. (3) (omitted) (4) (omitted) Unofficial table of contents

Section 148 Clay-approval procedure

(1) Shareholders whose shares at the time of application together reach the one hundredth part of the share capital or a pro rata amount of EUR 100 000 may apply for admission, on their own behalf, as referred to in § 147 (1) sentence 1 shall assert the claims of the company. The Court of First Instance shall leave the action if:

1.

the shareholders demonstrate that they have acquired the shares before the date in which they or, in the event of the overall succession, they have acquired rights from the alleged breaches of duty or the alleged damage caused by a publication the need to obtain knowledge

2.

the shareholders demonstrate that they have in vain requested the company to bring an action for a reasonable period of time,

3.

the existence of facts justifying the suspicion that the company has been damaged by the unredness or gross violation of the law or the statutes; and

4.

the assertion of the replacement claim does not preclude overriding reasons of the company's interest.

(2) The Landgericht (Landgericht), in whose district the company has its registered office, shall decide on the application for a plea for action by decision. If a Chamber of Commercial Matters is formed in the District Court, it shall decide instead of the Civil Chamber. The state government can transfer the decision by decree law for the districts of several district courts to one of the district courts, if this serves to secure a uniform case law. The provincial government can transfer the authorization to the Land Justice Administration. The application inhibits the limitation of the claim to the final claim or the expiry of the time limit for the filing of the application. Before taking the decision, the Court of First Instance shall have the opportunity to give its opinion to the defendant. The decision shall be taken against the decision immediately. The legal complaint is excluded. The company is to be included in the admission procedure and in the legal proceedings. (3) The company is entitled at any time to assert its right to claim its right to the right of appeal; with a legal action by the company, a pending Authorisation or legal action of shareholders on this substitute claim is inadmissible. The company shall be entitled, at its discretion, to take over a pending plea in respect of its replacement claim in the situation in which the procedure at the time of the acquisition is located. The previous applicants or plaintiffs are to be accued in the cases of sentences 1 and 2. (4) If the court has granted the application, the action may only be brought within three months of the date of entry of the legal force of the decision and, if the shareholders are In the event of a request for a reasonable period of time, in vain, to bring an action before the court having jurisdiction in accordance with paragraph 2 of this Article, have in vain requested. It shall be directed against the persons referred to in § 147 (1) sentence 1 and on performance to the company. A side intervention by shareholders is no longer possible after approval of the action. A number of proceedings are to be combined for the simultaneous negotiation and decision. (5) The judgment acts, even if it is on the basis of a plea for and against the company and the other shareholders. The same applies to a comparison to be made known in accordance with § 149; for and against the company, however, the company acts only after class of action. (6) The applicant must bear the costs of the authorisation procedure, insofar as his application is rejected. If, on the contrary, the dismissal is based on the company's best interests, which the company could have communicated before the application, but has not disclosed it, it shall reimburse the applicant for the costs. It is also possible to decide on the cost of the final part of the final. If the company itself claims or takes over a pending action by shareholders, it shall bear any costs incurred by the applicant up to the date of its collection or taking over the proceedings, and the action may only be brought before the Court of Application. under the conditions set out in § 93 (4) sentences 3 and 4, with the exception of the blocking period. If the action is dismissed in whole or in part, the company shall reimburse the plaintiff to the costs to be borne by the plaintiffs, unless the plaintiffs have obtained the authorisation by intentionally or grossly negligently inaccurate presentation. Shareholders acting jointly as applicants or shareholders acting as liftists shall only be reimbursed the costs of an authorised representative, unless another authorised representative was required to pursue legal proceedings. Unofficial table of contents

Section 149 Notices on liability

(1) Following the final approval of the application in accordance with § 148, the application for admission and the termination of the proceedings by the listed company shall be immediately disclosed in the company sheets. (2) The notice of the Termination of the proceedings shall include the manner in which all the agreements relating to it are contained in the full text and the names of the parties concerned, including any ancisable agreements. Any performance of the Company and its attributable achievements of third parties shall be described and emphasized separately. The complete notice is an effective prerequisite for all service obligations. This is without prejudice to the effectiveness of process-related process actions. In spite of ineffectiveness, benefits may be reclaimed. (3) The above provisions shall apply accordingly to agreements concluded in order to avoid a process.

Fifth Part
Accounting Profit Use

First section
Annual accounts and annual report

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§ 150 Legal reserve. Capital reserves

(1) In the balance sheet of the annual financial statements to be set in accordance with § § 242, 264 of the Commercial Code, a statutory reserve is to be formed. (2) This is the twentieth part of the annual surplus reduced by a loss income from the previous year. until the statutory reserve and the capital reserves in accordance with Section 272 (2) (1) to (3) of the Commercial Code meet the tenth or the higher part of the share capital as determined in the Articles of Association. (3) The statutory provisions Reserve and the capital reserves in accordance with section 272 (2) (1) to (3) of the Commercial Code not the tenth or the higher part of the share capital determined in the statutes, they may only be used

1.

to compensate for the loss of an annual amount, in so far as it is not covered by a profit from the previous year and cannot be offset by the liquidation of other profit reserves;

2.

in order to compensate for a loss from the previous year, insofar as it is not covered by an annual surplus and cannot be compensated by the liquidation of other profit reserves.

(4) In accordance with Article 272 (2) (2) (1) to (3) of the Commercial Code, the statutory reserve and the capital reserves together exceed the tenth or the higher part of the share capital as determined in the Statute, the excess amount may be used.

1.

to compensate for an annual loss, in so far as it is not covered by a profit margin from the previous year;

2.

to compensate for a loss from the previous year, in so far as it is not covered by an annual surplus;

3.

on the capital increase from company funds in accordance with § § 207 to 220.

The use referred to in points 1 and 2 shall not be permitted if, at the same time, profit reserves for the distribution of profits are to be resolved.

Footnote

(+ + + § 150: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 150a (omitted)

Footnote

(+ + + § 150a: For application see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 151 (omitted)

Footnote

(+ + + § 151: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

Section 152 Rules on the balance sheet

(1) The capital stock is to be identified in the balance sheet as an subscribed capital. In so doing, the amount of the share capital arising from each share of the share of the shares shall be disclosed separately. Conditional capital is to be noted with the nominal amount. Where there are multi-voting shares, the total number of shares in the subscribed capital and those of the other shares shall be recorded in the subscribed capital. (2) The item entitled "Capital reserves" shall be given separately in the balance sheet or in the notes to the item "Capital reserve"

1.

the amount that was set during the financial year;

2.

the amount taken for the financial year.

(3) The individual items in the retained earnings shall be given separately in the balance sheet or in the notes to each item.

1.

the amounts which the Annual General Meeting set out of the balance sheet profit of the previous year;

2.

the amounts to be deducted from the annual surplus of the financial year;

3.

the amounts taken for the financial year.

(4) Paragraphs 1 to 3 shall not apply to joint stock companies which are micro-capital companies within the meaning of Section 267a of the Commercial Code, if they make use of the facilitation in accordance with Article 266 (1) sentence 4 of the Commercial Code.

Footnote

(+ + + § 152: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ § 153 to 157 (omitted)

Footnote

(+ + + § § 153 to 157: refer to the application. Section 140 (2) of the KAGB + + +) Unofficial table of contents

Section 158 Rules relating to profit and loss account

(1) The profit and loss account shall be supplemented by the following items in accordance with the heading "Annual excess/year of absence", as a continuation of the numbering:

1.

Profit proposal/loss income from the previous year

2.

Withdrawal from the capital reserve

3.

Withdrawal from profit reserves

a)

from the legal reserve

b)

as a result of the reserve for shares in a dominant or majority-owned company

c)

from statutory reserves

d)

from other profit reserves

4.

Preferences in retained earnings

a)

in the legal reserve

b)

in the reserve for shares in a dominant or majority-owned company

c)

in statutory reserves

d)

in other profit reserves

5.

Balance sheet profit/balance sheet loss.

The information provided for in the first sentence may also be given in the appendix. (2) The income from a profit or loss profit or partial profit transfer contract shall be subject to a contract of compensation for outsiders who are not responsible for the contract; if the compensation exceeds the amount of the compensation for the In the event of a loss, the excess amount shall be dismissed from the costs of loss-taking. (3) The provisions of paragraphs 1 and 2 shall not apply to public limited companies which are micro-capital companies within the meaning of Section 267a of the Commercial Code if they are affected by the relief provided for in Article 275 (5) of the Make use of the Commercial Code.

Footnote

(+ + + § 158: For application cf. Section 140 (2) of the KAGB + + +) Unofficial table of contents

Section 159

- Unofficial table of contents

Section 160 Annex to the Annex

(1) In each Annex, information shall also be provided on:

1.

the stock and the access to shares held by a shareholder for the account of the company or of a dependent company, or of a company holding the majority holding of the company, or a dependent or majority holding of the company If a company has taken over as founder or draftsman or in the exercise of an exchange or subscription right granted in the event of a conditional capital increase; if such shares have been used in the financial year, the use of such shares shall also be indicated by the proceeds of the proceeds and the use of the proceeds;

2.

the stock of own shares of the company which they hold, a company which is dependent on or in the majority holding of the company, or another company for the account of the company or of a dependent or a majority holding in the company , the number of such shares and the amount of the share capital, as well as their share in the share capital, for acquired shares shall also be the date of acquisition and the reasons for the acquisition for the acquisition. If such shares have been acquired or sold in the financial year, the acquisition or disposal shall also include the number of these shares, the amount of the share capital, the share of the share capital and the acquisition. or selling price, as well as the use of the proceeds;

3.

the number and, in the case of par value shares, the nominal value of the shares of each class, provided that such information does not arise from the balance sheet, of which shares are drawn in the case of a conditional capital increase or an approved capital in the financial year , in each case separately,

4.

the authorized capital;

5.

the number of rights of subscription referred to in Article 192 (2) (3), convertible bonds and comparable securities, giving the rights they have been granted;

6.

Rights of enjoyment, rights of improvement and similar rights, stating the nature and number of the rights in question and the rights newly created in the financial year;

7.

the existence of mutual participation, indicating the undertaking;

8.

the existence of a participation which has been communicated in accordance with Section 20 (1) or (4) of this Act or pursuant to Section 21 (1) or (1a) of the German Securities Trading Act (Securities Trading Act); in this connection, the German Securities Trading Act (Securities Trading Act) pursuant to Section 20 (6) of this Act or the Act of The contents of the notice of securities trade.

(2) The reporting shall be subject to the extent necessary for the good of the Federal Republic of Germany or of one of its countries. (3) Paragraph 1 shall not apply to public limited companies, the micro-capital companies within the meaning of the § § 267a of the Commercial Code, if they make use of the facilitation in accordance with Article 264, paragraph 1, sentence 5 of the Commercial Code. Unofficial table of contents

Section 161 Declaration on the Corporate Governance Code

(1) The Board of Management and the Supervisory Board of the listed company declare annually that the recommendations of the "Government Commission on German Corporate Governance" published by the Federal Ministry of Justice in the official section of the Federal Gazette Code " has been and will be or which recommendations have not been or will not be applied and why not. The same applies to the Management Board and the Supervisory Board of a company which has issued only other securities as shares for trading in an organized market within the meaning of Section 2 (5) of the Securities Trading Act and whose issued shares are listed on the (2) The declaration is to be made publicly available on the company's website on a permanent basis.

Footnote

(+ + + § 161: For application, see Section 140 (2) of the KAGB + + +)

First subsection
Audit by auditor

Second section
Audit of annual accounts

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§ § 162 to 169 ----

Second subsection
Audit by the Supervisory Board

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Section 170 Template to the Supervisory Board

(1) The Management Board shall submit the annual financial statements and the management report to the Supervisory Board without delay after being drawn up. In accordance with Section 325 (2a) of the Commercial Code and in the case of parent companies (§ 290 para. 1, 2 of the Commercial Code), the first sentence shall apply to the consolidated financial statements and the group management report. (2) At the same time, the Executive Board has The Supervisory Board shall submit the proposal that it intends to make to the Annual General Meeting for the appropriation of the balance sheet profit. The proposal is to be broken down as follows, provided that it does not have a different structure:

1.	Distribution to shareholders	...
2.	Adjustment in retained earnings	...
3.	Profit proposal	...
4.	Balance sheet profit	...

(3) Each member of the Supervisory Board shall have the right to take note of the originals and audit reports. The originals and audit reports shall also be submitted to any member of the Supervisory Board or, if the Supervisory Board has decided to do so, to the members of a committee. Unofficial table of contents

Section 171 Examination by the Supervisory Board

(1) The Supervisory Board shall consider the annual financial statements, the management report and the proposal for the appropriation of the balance sheet profit, including the consolidated financial statements and the group management report in the case of parent companies (Section 290 (1), (2) of the Commercial Code). If the annual financial statements or the consolidated financial statements are to be examined by a statutory auditor, the auditor must participate in the negotiations of the Supervisory Board or the Audit Committee on these templates and on the main results of his Audit, in particular, the main weaknesses of the internal control and risk management system in relation to the accounting process. The Supervisory Board has written to the Annual General Meeting of the Supervisory Board in writing about the results of the audit. (2) The Supervisory Board has written to the Annual General Meeting in writing about the results of the audit. report. In the report, the Supervisory Board also has to indicate the nature and extent to which it has audited the management of the Company during the financial year; in the case of listed companies, it shall indicate in particular which committees, as well as the number of their meetings and the number of committees to be communicated. If the annual accounts are to be examined by a statutory auditor, the Supervisory Board shall also give its opinion on the outcome of the audit of the annual financial statements by the auditor. At the end of the report, the Supervisory Board has to declare whether, after the final result of its audit, objections are to be raised and whether it approves the annual financial statements drawn up by the Management Board. In the case of parent companies (§ 290 (1), (2) of the Commercial Code), sentences 3 and 4 apply to the consolidated financial statements. (3) The Supervisory Board shall report to the Supervisory Board within one month after the submission of the documents to the Supervisory Board. Chairman of the Executive Board. If the report is not forwarded to the Management Board within the time limit, the Management Board shall immediately set a further time limit of no more than one month to the Supervisory Board. If the report is not forwarded to the Executive Board before the expiry of the further period, the annual accounts shall be deemed not to be approved by the Supervisory Board; in the case of parent companies (Section 290 (1), (2) of the Commercial Code), the same shall apply with regard to the Consolidated financial statements. (4) Paragraphs 1 to 3 also apply in respect of an individual financial statements pursuant to Section 325 (2a) of the Commercial Code. The Board of Management may not disclose the conclusion referred to in sentence 1 until after its approval by the Supervisory Board.

Third Section
Conclusion of the annual accounts. Profit Usage

First subsection
Conclusion of the annual accounts

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Section 172 Determination by the Management Board and Supervisory Board

If the Supervisory Board approves the annual financial statements, the Supervisory Board shall be determined, unless the Board of Management and the Supervisory Board decide to leave the statement of the annual financial statements to the Annual General Meeting. The decisions of the Executive Board and the Supervisory Board shall be included in the Supervisory Board's report to the Annual General Meeting. Unofficial table of contents

Section 173 Determination by the Annual General Meeting

(1) If the Management Board and Supervisory Board have decided to leave the statement of the annual financial statements to the Annual General Meeting, or if the Supervisory Board has not approved the annual financial statements, the Annual General Meeting shall determine the annual accounts. If the Supervisory Board of a parent company (Section 290 (1), (2) of the Commercial Code) has not approved the consolidated financial statements, the Annual General Meeting shall decide on the approval. (2) The annual accounts shall be determined on the basis of the statement of the financial statements for the Supervisory Board. To apply the provisions in force. In determining the annual financial statements, the Annual General Meeting may only set the amounts in retained earnings which are to be adjusted by law or by statute. (3) Changes to the Annual General Meeting by a statutory auditor on the basis of legal provisions Prior to the re-examination pursuant to Section 316 (3) of the Commercial Code, decisions on the determination of the annual financial statements and the use of profit shall not take effect until the end of the re-examination pursuant to Section 316 (3) of the Commercial Code, if the Reason for re-examination to be unrestricted with regard to the changes Confirmation notice has been given. They shall be void if an unqualified opinion on the amendments has not been issued within two weeks since the date of the decision.

Second subsection
Profit Usage

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§ 174

(1) The Annual General Meeting decides on the appropriation of the balance sheet profit. It shall be bound by the annual accounts established. (2) The decision shall specify the use of the balance sheet profit in detail, in particular to indicate:

1.

the balance sheet profit;

2.

the amount or property to be paid to the shareholders;

3.

the amounts to be set in retained earnings;

4.

a profit;

5.

the additional expenditure on the basis of the decision.

(3) The decision shall not lead to a change in the annual financial statements.

Third Subsection
Ordinary General Meeting

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Section 175 convening

(1) immediately after receipt of the report of the Supervisory Board, the Management Board has the Annual General Meeting to receive the determined annual financial statements and the management report, a separate financial statements approved by the Supervisory Board pursuant to Section 325 (2a) of the Supervisory Board Commercial code and decision-making on the use of a balance sheet profit, in the case of a parent company (§ 290 para. 1, 2 of the Commercial Code) also for the receipt of the consolidated financial statements approved by the Supervisory Board and the Group management report, to be convened. The Annual General Meeting took place during the first eight months of the financial year. (2) The annual financial statements, a separate financial statements approved by the Supervisory Board pursuant to Section 325 (2a) of the German Commercial Code, the management report, the report of the Supervisory Board, the Proposal of the Executive Board for the use of the balance sheet profit and in the case of listed public limited companies an explanatory report on the information in accordance with § 289 (4) Nos. 1 to 5 and Section 5 and Section 315 (4) of the Commercial Code are from the convocation in the business premises of the company for the purpose of the shareholders ' inspection. Upon request, a copy of the originals shall be issued immediately to each shareholder. In the case of a parent company (§ 290 (1), (2) of the Commercial Code), the first and second sentences also apply to the consolidated financial statements, the group management report and the report of the supervisory board. The obligations under sentences 1 to 3 shall be omitted if the documents referred to therein are accessible through the company's Internet site for the same period of time. (3) The Annual General Meeting shall have the annual financial statements or have been informed of the annual accounts. the approval of the consolidated financial statements shall apply to the convening of the Annual General Meeting for the purpose of determining the annual financial statements or to approve the consolidated financial statements and to make available the templates and to grant them the following: The copies of paragraphs 1 and 2 shall apply mutatily. The negotiations on the determination of the annual financial statements and on the appropriation of the balance sheet profit shall be linked. (4) By convening the Annual General Meeting to receive the annual financial statements or, if the The Annual General Meeting has to determine the annual financial statements, the Annual General Meeting to determine the annual financial statements are the Management Board and the Supervisory Board to the statements on the annual financial statements contained in the Supervisory Board's report (§ § 172, 173 (1)) committed. In the case of a parent company (§ 290 (1), (2) of the Commercial Code), the first sentence shall apply to the statement of the Supervisory Board on the approval of the consolidated financial statements.

Footnote

§ 175 (2) Sentence 1 italic print: Amendment of Art. 1 No. 22 Buchst. a G v. 30.7.2009 I 2479 mWv 1.9.2009 due to an editorial inadvertement not executable Unofficial table of contents

§ 176 Templates. Presence of the auditor

(1) The Management Board shall make available to the Annual General Meeting the documents referred to in § 175 (2) as well as in the case of listed companies an explanatory report on the information in accordance with Section 289 (4), Section 315 (4) of the Commercial Code. At the beginning of the negotiations, the Executive Board will explain its proposals, the Chairman of the Supervisory Board will explain the report of the Supervisory Board. The Board of Management is also expected to comment on an annual loss or loss, which has significantly impaired the annual result. Sentence 3 shall not apply to credit institutions. (2) If the annual accounts are to be examined by a statutory auditor, the auditor shall take part in the negotiations on the conclusion of the annual accounts. The first sentence shall apply in accordance with the negotiations on the approval of a consolidated financial statements. The statutory auditor is not obliged to provide information to a shareholder.

Fourth Section
Publication of the annual accounts

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Section 177

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Section 178

-

Sixth Part
Record change. Measures of capital raising and capital reduction

First section
Record Change

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Section 179 Decision of the Annual General Meeting

(1) Any amendment of the statutes shall be subject to a resolution of the General Meeting. The General Meeting may delegate to the Supervisory Board the power to amend the amendments only. (2) The resolution of the Annual General Meeting requires a majority of at least three quarters of the decision-making process. Share capital. The Articles of Association may, however, determine a different majority of the capital, but only a greater majority of capital for a change in the object of the enterprise. It may establish further requirements. (3) If the previous relationship of several genera of shares is to be changed to the detriment of a genus, the resolution of the general meeting shall be required for the approval of the less-favoured shares. Shareholders. It is the agreement of the disadvantaged shareholders to take a special decision. For the same, paragraph 2 shall apply. Unofficial table of contents

Section 179a Oblige to transfer the whole of the company's assets

(1) A contract which requires a public limited company to transfer all company assets without the transfer being subject to the provisions of the Transformation Act shall also require a resolution of the Annual General Meeting according to § 179, if it does not involve a change in the company's subject. The Articles of Association can only determine a larger majority of the capital. (2) The contract is to be issued by the convocation of the general meeting, which is to decide on the consent to interpret in the business space of the company for the approval of the shareholders. Upon request, a copy shall be issued immediately to each shareholder. The obligations under sentences 1 and 2 shall be deleted if the contract is accessible for the same period through the company's Internet site. The contract is to be made available at the Annual General Meeting. The Board of Management has to explain it at the beginning of the negotiations. (3) If the company is dissolved on the occasion of the transfer of the company's assets, the application for the dissolution of the contract shall be accompanied by a copy or a certified copy of the contract. Unofficial table of contents

Section 180 Approval of the shareholders concerned

(1) A decision imposing additional obligations on shareholders shall require the consent of all the shareholders concerned to be effective. (2) The same shall apply to a decision by which the transfer of registered shares or any intermediate appearance to the Consent of the Company. Unofficial table of contents

Section 181 Entry of the amendment of the statutes

(1) The Board of Management has to register the change in the statutes for registration in the Commercial Register. The application must be accompanied by the full text of the statutes and must be accompanied by the certificate of a notary that the amended provisions of the statutes shall be accompanied by the decision on the amendment of the statutes and the provisions which have not been amended by the (2) As far as the amendment does not affect the information provided for in § 39, the reference to the documents filed with the court is sufficient for the registration. (3) The amendment shall be effective only if it is placed in the commercial register of the registered office of the company has been registered.

Second section
Measures to raise capital

First subsection
Capital increase against deposits

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§ 182 Conditions

(1) An increase in the share capital against deposits can only be decided by a majority which includes at least three quarters of the share capital represented in the decision-making process. The Articles of Association may, however, determine a different majority of capital, but only a greater majority of the capital for the issue of preferred shares without voting rights. It can set up additional requirements. The capital increase can only be executed by issuing new shares. In the case of companies with no shares, the number of shares must increase in the same ratio as the share capital. (2) If there are several genera of voting shares, the resolution of the general meeting shall be required for the effectiveness of the shares. Approval of the shareholders of each class. The shareholders of each class shall have the approval of a special decision. For the latter, paragraph 1 shall apply. (3) If the new shares are to be issued for a higher amount than the smallest amount of expenditure, the minimum amount under which they should not be issued shall be the decision on the increase in the share capital (4) The share capital should not be increased as long as outstanding deposits can still be obtained on the basis of the existing capital stock. For insurance companies, the Articles of Association may determine something else. Where deposits are relatively insignificant, this does not prevent the increase in the share capital. Unofficial table of contents

Section 183 Capital increase with non-cash deposits; repayment of deposits

(1) Where a contribution in kind (Article 27 (1) and (2)) is made, its object, the person from which the company acquires the object and the nominal amount shall, in the case of no par shares, be the number of shares to be granted in the case of the deposit in kind, in the decision on the shares to be made available. increase of the share capital. The decision may only be taken if the introduction of contributions in kind and the conditions laid down in sentence 1 have been expressly and properly disclosed. (2) § 27 (3) and (4) shall apply accordingly. (3) In the case of capital increase with contributions in kind shall have a test carried out by one or more examiners. § 33 (3) to (5), § § 34, 35 shall apply mutatily. Unofficial table of contents

§ 183a Capital increase with non-examination in kind

(1) An examination of the facts (§ 183 para. 3) can be waited under the conditions laid down in § 33a. If this is exercised, the following paragraphs shall apply. (2) The Management Board shall disclose the date of the decision on the capital increase as well as the information according to § 37a (1) and (2) in the company sheets. The performance of the increase in the share capital may not be entered in the commercial register before the expiry of four weeks since the announcement. (3) If the conditions of § 33a (2) are fulfilled, the Local Court has, at the request of shareholders, holding together five of the hundred of the share capital on the day of the decision-making on the capital increase and holding one or more auditors on the day of application. The application may be made until the day of registration of the implementation of the increase in the share capital (§ 189). The court has to hear the board before the decision on the application. The decision is made against the decision. (4) For the further procedure, § 33 (4) and (5), § § 34, 35 shall apply accordingly. Unofficial table of contents

Section 184 Registration of the decision

(1) The Management Board and the Chairman of the Supervisory Board shall notify the decision on the increase in the share capital for entry in the Commercial Register. The notification shall indicate which deposits have not yet been made on the previous share capital and why they cannot be obtained. In the event that the date of the decision of the capital increase has been notified in advance (Section 183a (2)), the notifying parties have to confirm that the date of the decision of the capital increase has been made known in advance. (2) The application shall be accompanied by the report on the examination of intangible assets (§ 183 para. 3) or the annexes referred to in § 37a (3). (3) The court may refuse registration if: the value of the contribution in kind shall not be less than the lowest amount of expenditure to be paid for that purpose; of the shares granted. In the event of an examination of the facts in accordance with Section 183a (1), the provisions of Section 38 (3) shall apply accordingly. Unofficial table of contents

§ 185 Drawing of the new shares

(1) The drawing of the new shares is effected by written declaration (drawing note), from which the participation in the number and at par value shares the nominal amount and, if several genera are issued, the genus of the shares will emerge . The drawing note shall be issued twice. He has to contain

1.

the day on which the increase in the share capital has been decided;

2.

the amount of the share of the shares, the amount of the deposits fixed and the amount of secondary commitments;

3.

the fixed capital increase provided for in the case of a capital increase and, where several genera are issued, the amount of the share capital which is due to each share of the share,

4.

the date on which the drawing shall become non-binding, unless the implementation of the increase in the share capital is registered by then.

(2) Drawing notes which do not contain this information in full or which contain, in addition to the reservation in paragraph 1, point 4, limitations of the obligation of the artist, are void. (3) If the implementation of the increase in the share capital is registered, it may be the draftsman does not refer to the nullity or non-binding nature of the drawing note if he has exercised rights or obligations as a shareholder on the basis of the title of the drawing. (4) Any other person not included in the drawing note Restriction is not effective in society. Unofficial table of contents

Section 186 Reference right

(1) Each shareholder shall be allocated a portion of the new shares corresponding to his share of the previous share capital at his request. A period of at least two weeks shall be determined for the exercise of the subscription right. (2) The Management Board shall disclose the amount of the expenditure or the basis for its determination and, at the same time, a reference period referred to in paragraph 1 in the company sheets. . If only the basis of the definition is specified, it shall make known the amount of expenditure in the company sheets and through an electronic information medium at the latest three days before the end of the reference period. (3) The right of subscription may be wholly or wholly shall be excluded in part only in the decision on the increase in the share capital. In this case, the decision shall require, in addition to the requirements laid down in the law or the articles of association for the increase in capital, a majority comprising at least three quarters of the basic capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. A exclusion of the subscription right is permissible in particular if the capital increase against cash deposits does not exceed ten per cent of the share capital and the issue amount does not substantially fall below the exchange price. (4) A decision to the right of reference, in whole or in part, shall be excluded only if the exclusion has been made explicit and duly notified. The Management Board shall make available to the General Meeting a written report on the reason for the partial or complete exclusion of the subscription right; the report shall justify the proposed amount of expenditure. (5) As the exclusion of the It shall not be regarded as a right of reference if, after the decision, the new shares of a credit institution or a company operating pursuant to section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the law on the credit system are subject to the obligation to offer them to the shareholders for reference. The Management Board shall disclose this subscription offer with the information referred to in the first sentence of paragraph 2 and a final amount of the expenditure referred to in the second sentence of paragraph 2; the same shall apply where the new shares are held by a credit institution or a company other than a credit institution or a company. The purpose of the first sentence is to be taken over with the obligation to offer them to the shareholders for reference. Unofficial table of contents

§ 187 Assurance of rights to the purchase of new shares

(1) Rights to the purchase of new shares can only be guaranteed under reservation of the subscription rights of the shareholders. (2) Insurances before the decision on the increase in the share capital are ineffective against the company. Unofficial table of contents

Section 188 Registration and registration of the implementation

(1) The Management Board and the Chairman of the Supervisory Board have to register the implementation of the increase in the share capital for registration in the Commercial Register. (2) For the application, § 36 (2), § 36a and § 37 (1) apply. The deposit cannot be made by crediting to an account of the Board of Management. (3) The application must be attached

1.

the second copies of the drawing certificates and a list of the subscribers signed by the board, indicating the amount of the shares to be paid and the deposits paid on them;

2.

in the case of a capital increase with contributions in kind, the contracts which are based on or have been concluded pursuant to the provisions of Section 183;

3.

a calculation of the costs which will be incurred for the company by issuing the new shares.

4.

(dropped)

(4) Registration and registration of the implementation of the increase in the share capital can be connected with the application and registration of the decision on the increase. (5) (omitted) Unofficial table of contents

Section 189 Effective increase of the capital increase

With the registration of the implementation of the increase of the share capital, the basic capital is increased. Unofficial table of contents

§ 190 (omitted)

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Section 191 Prohibited issuance of shares and intermediate notes

Prior to the registration of the implementation of the increase of the share capital, the new share rights cannot be transferred, new shares and intermediate certificates are not issued. The previously issued new shares and intermediate notes are void. The donors are responsible for the damage resulting from the issueof the issuers as the total debtor.

Second subsection
Conditional capital increase

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§ 192 Conditions

(1) The Annual General Meeting may decide to increase the share capital which is to be carried out only as far as is exercised by a right of exchange or subscription which the company grants to the new shares (reference shares) (Conditional capital increase). (2) The conditional capital increase is to be decided only for the following purposes:

1.

for the granting of exchange or subscription rights to creditors of convertible bonds;

2.

the preparation of the merger of several undertakings;

3.

for the granting of subscription rights to employees and members of the management of the company or of a related undertaking by means of the consent or authorisation decision.

(3) The nominal amount of the conditional capital shall not exceed half and the nominal amount of the capital decided in accordance with paragraph 2 (3), the tenth part of the share capital which is present at the time of the decision on the conditional capital increase . § 182 (1) sentence 5 shall apply mutatically. (4) A decision of the Annual General Meeting which opts for a decision on the conditional capital increase shall be void. (5) The following provisions relating to the subscription right shall apply mutationally to the right of exchange. Unofficial table of contents

Section 193 Requirements of the decision

(1) The decision on the conditional capital increase shall require a majority of at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. § 182 (2) and § 187 (2) apply. (2) The decision must also be determined

1.

the purpose of the conditional capital increase;

2.

the circle of persons entitled to reference;

3.

the amount of expenditure or the basis on which this amount is calculated; in the case of a conditional capital increase for the purposes of section 192 (2) (1), it is sufficient, if in the decision or in the related decision pursuant to § 221 of the the minimum amount of expenditure or the basis for determining the amount of the expenditure or the minimum amount to be issued; and

4.

in the case of decisions pursuant to Section 192 (2) (3), also the distribution of the subscription rights to members of the management and employees, the objectives of success, the periods of acquisition and exercise of acquisition and the waiting period for the first exercise (at least four years).

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Section 194 Conditional capital increase with contributions in kind; repayment of deposits

(1) Where a material deposit is made, it shall be the subject matter of the person from which the company acquires the object and the nominal amount, in the case of shares, the number of shares to be granted in the case of the deposit in kind in the decision on the conditional Capital increase is fixed. Non-cash contributions shall not be subject to the devotion of debt securities in exchange for any reference shares. The decision may be taken only if the deposit of substantive deposits has been expressly and properly disclosed. (2) § 27 (3) and (4) shall apply accordingly; to the place of the time of filing pursuant to § 27 (3) sentence 3 and the The entry in accordance with Article 27 (3) sentence 4 shall be the date of issue of the reference shares. (3) Paragraphs 1 and 2 shall not apply to the deposit of money claims which employees of the company have granted to them from the company. (4) In the case of an increase in the capital with contributions in kind, an examination by one or more of the following shall be granted: to take place with multiple reviewers. § 33 (3) to (5), § § 34, 35 shall apply mutatily. (5) § 183a shall apply accordingly. Unofficial table of contents

Section 195 Application of the decision

(1) The Management Board and the Chairman of the Supervisory Board have to register the decision on the conditional capital increase for registration in the Commercial Register. Section 184 (1) sentence 2 shall apply mutas. (2) The application shall be accompanied by:

1.

in the case of a conditional capital increase with contributions in kind, the contracts which are based on the provisions of § 194 or have been concluded for their execution, and the report on the examination of contributions in kind (Section 194 (4)) or the provisions of section 37a (3) (b)

2.

a calculation of the costs incurred for the company by the issue of the reference shares.

3.

(dropped)

(3) The court may refuse registration if the value of the material deposit does not fall substantially short of the lowest amount of the shares to be granted for that purpose. In the event of an examination of the facts in accordance with Section 183a (1), the provisions of Section 38 (3) shall apply accordingly. Unofficial table of contents

§ 196 (omitted)

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Section 197 Prohibited Share Issue

Prior to the registration of the decision on the conditional capital increase, the reference shares may not be issued. A claim by the reference person shall not arise before that date. The previously issued reference shares are void. The donors are responsible for the damage resulting from the issueof the issuers as the total debtor. Unofficial table of contents

Section 198 Declaration of reference

(1) The subscription right shall be exercised by written declaration. The declaration (Declaration of Reference) is to be issued twice. It has the participation on the basis of the number and in the case of par value shares the nominal amount and, if several genera are issued, the class of the shares, the findings in accordance with section 193 (2), which are provided for in accordance with § 194 in connection with the introduction of intangible assets. (2) The declaration of reference shall have the same effect as a declaration of drawing. References whose content is not in accordance with paragraph 1 or which contain restrictions on the declaration's obligation shall be void. (3) If reference shares are issued irrespective of the nullity of a declaration of reference, the (4) Any limitation not contained in the Declaration of Reference shall be ineffective in relation to the Company. Unofficial table of contents

Section 199 Issue of reference shares

(1) The Board of Management may only issue the reference shares in compliance with the purpose of the decision on the conditional capital increase and not before the full performance of the countervalue resulting from the decision. (2) The Board of Management shall be entitled to refer to the reference shares in the case of convertible bonds only if the difference between the amount of the issue of the debt securities issued for exchange and the lowest expenditure of the reference shares to be granted for them is from another Profit reserve, insofar as it can be used for this purpose, or by payment of the exchange entitled. This shall not apply if the total amount to which the debt securities are issued reaches or exceeds the lowest total amount of the reference shares. Unofficial table of contents

§ 200 Effective increase of the conditional capital increase

With the issue of the reference shares, the share capital is increased. Unofficial table of contents

Section 201 Application of the issue of reference shares

(1) Within one month after the end of the financial year, the Management Board shall register for registration in the Commercial Register the extent to which reference shares have been issued in the past financial year. (2) The application shall be the second copy of the To include declarations of reference and a list of persons who have exercised the right of subscription, signed by the board of directors. The list shall indicate the shares of each shareholder and the deposits made on them. (3) In the notification, the Management Board shall declare that the reference shares are only in compliance with the decision on the conditional capital increase. shall have been issued and not before the full performance of the countervalue resulting from the decision. (4) (omitted)

Third Subsection
Authorized capital

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Section 202 Conditions

(1) The Articles of Association may authorise the Management Board for a maximum period of five years after registration of the Company, to increase the share capital up to a certain nominal amount (authorized capital) by issuing new shares against deposits. (2) The authorization may also be issued for a maximum period of five years after the registration of the amendment to the statutes. The resolution of the general meeting shall require a majority of at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. § 182 (2) applies. (3) The nominal amount of the authorized capital shall not exceed half of the share capital that is present at the time of the authorization. The new shares are to be issued only with the approval of the Supervisory Board. § 182 (1) sentence 5 shall apply mutatily. (4) The Articles of Association may also provide that the new shares shall be issued to employees of the company. Unofficial table of contents

Section 203 Issue of new shares

(1) The new shares shall be issued in accordance with the provisions of § § 185 to 191 of the capital increase against deposits, unless otherwise indicated in the following provisions. The decision to increase the share capital is replaced by the authorization of the Articles of Association to issue new shares. (2) The authorization may stipulate that the Board of Management shall decide on the exclusion of the subscription right. If an empowerment, which provides for this, is granted by amendment of the statutes, § 186 (4) shall apply. (3) The new shares shall not be issued as long as outstanding deposits on the previous share capital can still be obtained. For insurance companies, the Articles of Association may determine something else. Where deposits are relatively insignificant, this shall not prevent the issueof the new shares. In the first application of the implementation of the increase in the share capital, it shall be stated which deposits have not yet been made on the previous share capital and why they cannot be obtained. (4) Paragraph 3, first sentence, and 4 shall not apply if the Shares are issued to employees of the company. Unofficial table of contents

Section 204 Conditions of the share issue

(1) The Board of Management shall decide on the content of the stock rights and the terms of the share issue, insofar as the authorization does not contain any provisions. The decision of the Board of Management requires the approval of the Supervisory Board; the same applies to the decision of the Board of Management pursuant to Section 203 (2) concerning the exclusion of the subscription right. (2) If preferred shares are present without voting rights, preference shares may be used. in the case of the distribution of the profit or of the company's assets, whether or not they are acting or equivalent, shall be issued only if the authorisation provides for it. (3) A financial statement provided with an unqualified opinion shall include an annual financial statement. annual excess, shares in employees of the company may also be issued in are issued in such a way that the deposit to be paid on them is covered by the part of the net profit which could be adjusted to other profit reserves in accordance with Section 58 (2) of the Management Board and the Supervisory Board. For the issuers of the new shares, the provisions relating to a capital increase shall apply to cash deposits, except in section 188 (2). The declaration of the implementation of the increase in the share capital shall also be the annual financial statements To be accompanied by a confirmation. The notifying parties also have to make the declaration in accordance with Section 210 (1) sentence 2. Unofficial table of contents

Section 205 Issue against intangible deposits; repayment of deposits

(1) In the case of non-cash deposits, shares may only be issued if the authorization provides for it. (2) The subject-matter of the facts, the person from which the company acquires the object, and the nominal amount, the number of shares in the case of no-par value shares. The shares to be granted shall be fixed by the Management Board and included in the drawing note if they are not fixed in the authorization. The Board of Management is to take the decision only with the approval of the Supervisory Board. (3) § 27 (3) and (4) shall apply accordingly. (4) Paragraphs 2 and 3 shall not apply to the deposit of money claims, the employees of the company from any of them shall be subject to the (5) In the case of the issue of the shares against contributions in kind, an examination by one or more examiners has been granted; § 33 (3) to (5), § § 34, 35 shall apply analogously. § 183a shall apply accordingly. In place of the date of the decision on the capital increase, the Management Board shall disclose its decision on the issue of new shares against contributions in kind as well as the information provided in section 37a (1) and (2) in the company sheets. (6) As far as a Examination of the non-objecting situation does not take place, applies to the application of the capital increase for registration in the commercial register (§ 203 para. 1 sentence 1, § 188) also § 184 para. 1 sentence 3 and paragraph 2 accordingly. (7) The court can register the registration , if the value of the material deposit is not less than the lowest amount of the expenditure of the the shares to be granted for this purpose. In the event of an examination of the facts in accordance with Section 183a (1), the provisions of Section 38 (3) shall apply accordingly. Unofficial table of contents

Section 206 Contracts for contributions in kind before the registration of the company

If contracts have been concluded prior to registration of the company under which the authorized capital has to be subject, the statutes shall contain the provisions which are required for an issue to be issued against intangible contributions. § 27 (3) and (5), § § 32 to 35, 37 (4) (2), (4) and (5), § § 37a, 38 (2) and (3) as well as § 49 on the establishment of the company apply. In the place of the founders, the board of directors and the registration and registration of the company are replaced by the registration and registration of the implementation of the increase in the share capital.

Fourth subsection
Capital increase from company funds

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Section 207 Conditions

(1) The Annual General Meeting may decide to increase the share capital by converting the capital reserves and profit reserves into share capital. (2) For the decision and for the application of the decision, § 182 (1), Section 184 (1) shall apply mutatily. Companies with no shares can also increase their share capital without issuing new shares; the decision on the capital increase must indicate the nature of the increase. (3) The decision must be based on a balance sheet. Unofficial table of contents

Section 208 Conversion capacity of capital and profit reserves

(1) The capital reserve and the retained earnings, which are to be converted into basic capital, must be included in the last annual balance sheet and, if the decision is taken on a different balance sheet, also in this balance sheet under the "capital reserve" or "Retained Earnings" or in the latest decision on the use of the net profit or profit for the balance sheet shall be shown as a supply to these reserves. Subject to the provisions of paragraph 2, other retained earnings and their full amount, the capital reserve and the legal reserve and their supply may be limited to the tenth or the higher part of the Articles of Association. of the previous share capital shall be converted into basic capital. (2) The capital reserve and the profit reserves and their performances cannot be converted to the extent that, in the underlying balance sheet, a loss, including a loss of income, is Loss order is shown. Profit reserves and their supply, which are intended for a particular purpose, may only be converted, to the extent that this is compatible with their intended purpose. Unofficial table of contents

Section 209 underlying balance sheet

(1) The decision may be taken on the basis of the last annual balance sheet if the annual balance sheet is audited and the annual balance sheet is accompanied by the final auditor ' s unqualified opinion and, if the date on which it is to be completed, is eight (2) If the decision is not taken as the basis of the last annual balance sheet, the balance sheet shall be subject to § § 150, 152 of this Act, § § 242 to 256, 264 to 274 of the Commercial Code . The balance sheet date of the balance sheet may not exceed eight months before the registration of the decision for entry in the commercial register. (3) The balance sheet must be examined by a statutory auditor, whether they are § § 150, 152 of this Act, § § 242 to 256, 264 to 274 of the Commercial Code. It must be accompanied by an unqualified opinion. (4) If the Annual General Meeting does not elect any other auditor, the examiner shall be deemed to be elected, who shall be elected by the Annual General Meeting for the purpose of the audit of the last annual financial statements or from the Court order has been ordered. Insofar as nothing else arises from the particularity of the examination order, the examination is subject to the examination § 318 (1) sentence 3 and 4, § 319 (1) to (4), § 319a (1), § 319b (1), § 320 (1), (2), § 321, 322 (7) and § 323 of the Commercial Code (5) In the case of insurance companies, the auditor shall be appointed by the Supervisory Board; the first sentence of paragraph 4 shall apply mutatily. If nothing else arises from the peculiarity of the examination order, it is to be applied to the examination § 341k of the Commercial Code. (6) In the case of paragraphs 2 to 5, the disclosure of the balance sheet and for the issuing of copies is valid § 175 (2), paragraph 2. Unofficial table of contents

Section 210 Registration and registration of the decision

(1) The application for registration in the Commercial Register is the balance sheet on which the capital increase is based, with a confirmation note, and in the case of section 209 (2) to (6), the last annual balance sheet, if it is not yet in accordance with Article 325 (1). of the Commercial Code. The applicants have to declare to the Court that, according to their knowledge, since the date on which the balance sheet has been applied, there has not been any loss of property until the date of filing of the capital increase, which would be contrary to the capital increase if it had been received on the day of the application. (2) The Court of First Instance may enter the decision only if the balance sheet on which the capital increase is based is drawn up for a maximum of eight months prior to the filing date and a declaration under paragraph 1 of this Article (3) The Court of First Instance does not need to examine whether the balance sheets have been taken up by the Court of Justice. (4) The registration of the decision shall indicate that it is a capital increase from the company's own resources. (5) (omitted) Unofficial table of contents

Section 211 Effective increase of the capital increase

(1) The registration of the decision on the increase in the share capital increases the share capital. (2) Unofficial table of contents

Section 212 From the capital increase Calculated

New shares are available to shareholders in proportion to their shares in the previous share capital. An opposing decision of the General Meeting is void. Unofficial table of contents

Section 213 Subrights

(1) If the capital increase leads to the fact that only a portion of a new share is attributable to a share of the previous share capital, then this sub-right is self-selling and hereditary. (2) The rights from a new share including the claim on the issue of a share certificate, only if partial rights which together give a full share are combined in one hand or if several beneficiaries whose partial rights together give a full share are combined for the exercise of the Merge right. Unofficial table of contents

Section 214 Call to shareholders

(1) Following the registration of the decision to increase the share capital by issuing new shares, the Management Board shall immediately call on the shareholders to collect the new shares. The invitation shall be published in the leaflets. The notice shall indicate:

1.

by which amount the share capital has been increased,

2.

in which ratio to the old shares new shares are eliminated.

It should also be noted in the notice that the company is entitled to have shares which have not been collected within one year since the invitation to tender, following a three-day threat to the account of the parties concerned. (2) After the end of a year since the announcement of the invitation, the company has to threaten the sale of the unfetched shares. The threat is to be published three times at intervals of at least one month in the company sheets. The last notice must be published prior to the expiry of eighteen months since the notice of the invitation. (3) After the end of a year since the last notice of the threat, the company has the unfetched shares for the invoice to sell the parties at the stock exchange price and in the absence of an exchange price by public auction. Article 226 (3) sentences 2 to 6 shall apply mutatily. (4) Paragraphs 1 to 3 shall apply mutatily to companies which have not issued share certificates. The companies have to call on the shareholders to have the new shares divided. Unofficial table of contents

§ 215 Own Shares. Share-paid shares

(1) Own shares are part of the increase in the share capital. (2) Share-paid shares shall take part in the increase in the share capital according to their share of the share capital. With them, the capital increase cannot be carried out by issuing new shares; in the case of par value shares, the nominal amount of the capital increase is increased. If full-paid shares are available in addition to part-paid shares, the capital increase may be carried out by increasing the nominal amount of the shares and by issuing new shares in the case of fully paid par value shares; the decision on the shares may be made in the case of shares in the nominal amount paid in full. Increase in the share capital must indicate the nature of the increase. In so far as the capital increase is carried out by increasing the nominal amount of the shares, it shall be calculated in such a way that it does not account for any shares which cannot be covered by an increase in the nominal amount of the shares. Unofficial table of contents

§ 216 Maintenance of the rights of shareholders and third parties

(1) The ratio of the rights attaching to the shares shall not be affected by the capital increase. (2) Insofar as individual rights of part-paid shares, in particular the participation in the profit or the voting rights, according to the on the share price , these rights shall be determined by the shareholders up to the performance of the outstanding deposits only on the basis of the amount of the deposit paid, increased by the percentage of the increase in the share capital calculated on the basis of the share capital. Basic capital. If further deposits are made, these rights shall be extended accordingly. In the case of section 271 (3), the increases are deemed to be fully paid. (3) The economic content of contractual relations between the company and third parties, which are the result of the profit distribution of the company, the nominal value or the value of its shares, or The capital increase does not affect their share capital or otherwise depend on the existing capital or earnings ratios. The same applies to subsidiary obligations of shareholders. Unofficial table of contents

Section 217 Start of profit-sharing

(1) New shares, if nothing else is determined, shall participate in the profit of the whole financial year in which the increase in the share capital has been decided. (2) In the decision on the increase in the share capital, it may be determined that the new shares shall be determined by the new shares. Shares are already taking part in the profit of the last financial year ended before the decision-making on the capital increase. In this case, the increase in the share capital shall be decided before a decision is taken on the appropriation of the balance sheet profit of the last financial year preceding the decision-making. The decision on the appropriation of the balance sheet profit of the last financial year preceding the decision-making on the capital increase will only take effect when the share capital is increased. The decision on the increase in the share capital and the decision on the use of the balance sheet profit of the last financial year preceding the decision on the capital increase shall be void if the decision on the capital increase is taken has not been entered in the commercial register within three months of the date on which the decision was taken. The course of the period shall be impounded as long as a challenge or invalidity suit is legally binding. Unofficial table of contents

§ 218 Conditional capital

Conditional capital is increased in the same proportion as the share capital. Where the conditional capital has been decided for the granting of exchange rights to creditors of convertible bonds, the difference between the amount of the debentures and the lowest amount of expenditure shall be covered by the difference between the amount of the debt and the amount of the debt. to constitute a special reserve for the reference shares to be granted for them, in so far as the persons entitled to exchange have not agreed to the sums granted. Unofficial table of contents

Section 219 Forbidden Issuance of shares and intermediate notes

New shares and notes may not be issued prior to the entry of the decision on the increase in the share capital in the commercial register. Unofficial table of contents

§ 220 Value sentences

As the acquisition cost of the shares acquired before the increase in the share capital and the new shares which have been dropped on them, the amounts which arise for the individual shares shall apply if the acquisition costs of the shares before the increase in the share capital shall be distributed on these shares and on the new shares which have been issued on them, in accordance with the ratio of the shares in the share capital. The increase in shares is not to be seen as access.

Fifth Subsection
Convertible debentures. Profit debentures

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Section 221

(1) debt securities in respect of which a creditor is granted an exchange or subscription right to shares (convertible bonds), and debt securities in which the rights of creditors are linked to profit shares of shareholders shall be issued only on the basis of a decision of the General Meeting. The decision shall require a majority consisting of at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a different majority of capital and other requirements. § 182 (2) applies. (2) The Board of Management can be authorized to issue convertible bonds for a maximum period of five years. The Board of Management and the Chairman of the Supervisory Board shall deposit the decision on the issue of convertible bonds as well as a declaration of their issument in the Commercial Register. A reference to the decision and the declaration shall be made public in the leaflets. (3) Paragraph 1 shall apply mutagentily to the granting of rights of property. (4) In the case of convertible bonds, profit-and-debt securities and the rights of the property, the following shall apply: Shareholders a subscription right. § § 186 and Article 193 (2) no. 4 apply analogously.

Third Section
Measures of capital reduction

First subsection
Ordinary capital reduction

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Section 222 Conditions

(1) A reduction in the share capital may be decided on only by a majority of at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. (2) If several genera of voting shares are present, the resolution of the Annual General Meeting shall be subject to the approval of the shareholders of each of the shares. Genus. The shareholders of each class shall have the approval of a special decision. (3) The decision shall specify the purpose for which the reduction takes place, in particular whether parts of the share capital are to be repaid. (4) The reduction in the share capital requires companies with Nominal shares shall be the reduction of the nominal amount of the shares. In so far as the amount of the reduced share capital arising from the individual share would be less than the minimum amount pursuant to section 8 para. 2 sentence 1 or 3 sentence 3, the reduction shall be effected by merging the shares. The decision must indicate the nature of the reduction. Unofficial table of contents

Section 223 Application of the decision

The Board of Management and the Chairman of the Supervisory Board have to register the decision on the reduction of the share capital for entry in the Commercial Register. Unofficial table of contents

Section 224 Reaction of the capital reduction

With the entry of the decision on the reduction of the share capital, the share capital is reduced. Unofficial table of contents

Section 225 creditor protection

(1) The creditors whose claims have been established before the registration of the decision has been made public shall be required to provide security within six months of the date of the contract notice for this purpose, provided that they do not: Satisfaction can be demanded. The creditors shall be informed in the notice of registration of this right. The right to demand security shall not be granted to creditors who, in the case of insolvency proceedings, have a right to preferably satisfaction from a covering mass which is established by law to protect them and which is state-owned. (2) Payments to shareholders may only be made on the basis of the reduction in the share capital after six months have elapsed since the date of the notice of registration and after the creditors who have been notified in good time have been notified of the date of registration. have been granted, satisfaction or security. Also, a waiver of the shareholders from the obligation to perform deposits shall not take effect before the specified date and not before satisfaction or assurance of the creditors who have reported in good time. (3) The right of the Creditors to demand security is independent of whether payments to shareholders are made on the basis of the reduction in the share capital. Unofficial table of contents

Section 226 Power declaration of shares

(1) If, in order to carry out the reduction of the share capital, shares are to be merged by exchange, stamping or similar proceedings, the company may declare the shares without power which, despite being requested to do so, shall not be subject to the to be submitted. The same applies to submitted shares, which do not reach the number required to replace new shares and which are not made available to the company for utilization on behalf of the parties. (2) The invitation to submit the shares, has to threaten the declaration of strength. The declaration of strength can only be made if the request has been made known in the manner prescribed for the grace period in § 64 (2). The declaration of strength shall be made by means of a notice in the company sheets. The notice shall indicate the shares declared for non-powerless shares in such a way that the contract notice will readily indicate whether a share is declared powerless. (3) The new shares to be issued instead of the shares declared to be powerless , the company shall, without delay, sell by public auction on behalf of the parties concerned at the stock exchange price and in the absence of a stock exchange price. If no reasonable success is to be expected from the auctioning at the company's registered office, the shares shall be sold in a suitable place. The time, place and subject of the auction shall be made public. The parties concerned shall be notified in particular; the notification may not be notified if it is untunable. Notice and notification must be made at least two weeks before the auction. The proceeds shall be paid to the parties concerned or, if there is a right to deposit, to be deposited. Unofficial table of contents

Section 227 Registration of implementation

(1) The Management Board must notify the implementation of the reduction of the share capital for entry in the Commercial Register. (2) Registration and registration of the implementation of the reduction of the share capital can be done with registration and registration of the decision. are to be connected by reducing the amount of the product. Unofficial table of contents

Section 228 reduction below the minimum nominal amount

(1) The share capital may be reduced under the minimum denominating amount specified in § 7 if it is restored by a capital increase which is also decided upon with the capital reduction and does not set in the case of non-cash contributions (2) The decisions shall be void if they and the implementation of the increase have not been entered in the commercial register within six months of the date on which the decision was taken. The course of the period shall be impounded as long as a challenge or invalidity suit is legally binding. The decisions and the implementation of the increase in the share capital shall only be entered into the commercial register together.

Second subsection
Simplified capital reduction

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Section 229 Conditions

(1) A reduction in the share capital which is intended to compensate for impairment losses, to cover other losses or to adjust amounts in the capital reserve may be carried out in a simplified form. The decision shall specify that the reduction shall take place for these purposes. (2) The simplified capital reduction shall be allowed only after the part of the statutory reserve and the capital reserve, to which the latter together more than ten of the hundred of the share capital remaining after the reduction, as well as the profit reserves which have been dissolved in advance. It is not allowed as long as there is a profit lecture. (3) § 222 (1), (2) and (4), § § 223, 224, 226 to 228 on the ordinary capital reduction apply analogously. Unofficial table of contents

Section 230 Prohibition of payments to shareholders

The amounts obtained from the liquidation of the capital or profit reserves and from the capital reduction shall not be used for payment to shareholders and not to shareholders, from the obligation to benefit deposits to free. They may only be used in order to compensate for impairment losses, to cover other losses and to adjust amounts in the capital reserve or in the statutory reserve. Any use for any of these purposes shall also be permitted only if it is indicated in the Decision as the purpose of the reduction. Unofficial table of contents

Section 231 Limited adjustment to the capital reserve and to the legal reserve

The adjustment of the amounts obtained from the liquidation of other retained earnings in the statutory reserve and the amounts derived from the capital reduction shall be allowed into the capital reserve only to the extent that the Capital reserves and the legal reserve together do not exceed ten of the hundred of the capital stock. The basic capital shall be the nominal amount resulting from the reduction, but at least the minimum nominal amount in § 7. For the purpose of determining the permissible level, amounts which are to be placed in the capital reserve in the period following the decision-making on capital reduction shall not be taken into consideration even if their payment is based on a decision which, at the same time, is based on a decision of the decision on the reduction of capital. Unofficial table of contents

Section 232 Setting of amounts in the capital reserve in case of losses assumed to be too high

If the annual balance sheet is drawn up for the financial year in which the decision to reduce the capital has been taken, or for one of the following two financial years, the result shall be that of impairment and other losses in the financial year in which the In actual fact, the amount of the difference in the capital reserve must be adjusted. Unofficial table of contents

Section 233 Profit distribution. Creditor protection

(1) Profit must not be distributed before the statutory reserve and the capital reserve together have reached ten of the hundred of the share capital. The basic capital shall be the nominal amount which results from the reduction, but at least the minimum nominal amount specified in § 7. (2) The payment of a profit share of more than four of the hundred is only permissible for a financial year which shall be later than two years after the decision-making on the capital reduction. This shall not apply where the creditors whose claims had been established before the date of notification of the registration of the decision are satisfied or guaranteed, in so far as they are within six months of the date of publication of the annual accounts, on the basis of which the distribution of profits has been decided, have been reported for this purpose. It is not necessary to ensure the creditors who, in the case of insolvency proceedings, have a right to preferably satisfaction from a covering mass, which is established according to the statutory provision for their protection and which is state-supervised. The creditors shall be informed of satisfaction or assurance in the notice pursuant to Section 325 (2) of the Commercial Code. (3) The amounts derived from the liquidation of capital and profit reserves and from the reduction of capital, may not be distributed as a profit under these provisions. Unofficial table of contents

Section 234 Reaction of the reduction of capital

(1) In the annual accounts for the last financial year preceding the decision-making on the capital reduction, the subscribed capital and the capital and profit reserves may be shown in the amount in which they shall be subject to the following: (2) In this case, the Annual General Meeting shall decide on the determination of the annual financial statements. The decision shall be taken at the same time as the decision on the reduction of capital. (3) The decisions shall be void if the decision on the reduction of the capital is not entered in the commercial register within three months of the date of the decision. has been made. The course of the period shall be impounded as long as a challenge or invalidity suit is legally binding. Unofficial table of contents

Section 235 Reaction of a simultaneous capital increase

(1) If, in the case of § 234, an increase in the share capital is decided at the same time as the capital reduction, the capital increase can also be taken into account in the annual financial statements. The decision-making is only admissible if the new shares are drawn, no contributions in kind are fixed and if each share has made the deposit which, according to Section 188 (2), has been effected at the time of filing the application of the capital increase. must be. The drawing and the deposit shall be shown to the notary who shall assess the decision on the increase in the share capital. (2) All decisions shall be void if the decisions on the reduction of the capital and the capital increase and the capital increase are not Implementation of the increase has not been entered in the commercial register within three months of the date of the decision. The course of the period shall be impounded as long as a challenge or invalidity suit is legally binding. The decisions and the implementation of the increase in the share capital shall only be entered into the commercial register together. Unofficial table of contents

Section 236 Disclosure

The disclosure of the annual financial statements in accordance with § 325 of the Commercial Code may only be made in the case of section 234 after the decision on the capital reduction has been registered, in the case of § 235 only after the decisions on the capital reduction and Capital increase and the implementation of the capital increase have been registered.

Third Subsection
Capital reduction by confiscation of shares. No-par bearer shares

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Section 237 Conditions

(1) Shares may be forcibly withdrawn or acquired by the company after acquisition. A forced confiscation shall be admissible only if it was ordered or authorised in the original statutes or by a change in the statutes prior to the acquisition or subscription of the shares. (2) The recovery of the rules on the ordinary Capital reduction to follow. The Articles of Association or the decision of the General Meeting shall lay down the conditions for compulsory recovery and the details of their implementation. For the payment of the remuneration granted to shareholders in the event of a forced confiscation or acquisition of shares for the purpose of confiscation, and for the exemption of these shareholders from the obligation to perform deposits, the provisions of section 225 (2) shall apply. The provisions relating to the ordinary capital reduction need not be complied with where shares to which the expenditure is fully paid are not to be complied with;

1.

provided free of charge by the company, or

2.

to the detriment of the balance sheet profit or any other retained earnings, insofar as they may be used for this purpose, or

3.

Share shares are and the resolution of the general meeting determines that by confiscation the share of the remaining shares in the share capital is increased in accordance with § 8 para. 3; if the board is authorized to confiscation, it may also be used to adjust the indication the number in the statutes shall be authorized.

(4) Even in the cases referred to in paragraph 3, the reduction of capital by confiscation may be decided only by the general meeting. For the decision, the simple majority of votes suffices. The statutes may determine a greater majority and other requirements. The decision shall specify the purpose of the reduction in capital. The Board of Management and the Chairman of the Supervisory Board have to register the decision for entry in the Commercial Register. (5) In the cases referred to in paragraph 3 (1) and (2), the capital reserves shall be subject to an amount corresponding to the amount of the shares in which the shares are resigned. (6) As far as a forced confiscation ordered by the Articles of Association is concerned, a decision of the General Meeting shall not be required. In this case, the decision of the Board of Management on confiscation shall enter into force for the application of the rules on the ordinary capital reduction to the body of the main assembly decision. Unofficial table of contents

Section 238 Reaction of the capital reduction

With the registration of the decision or, if the confiscation follows, the capital stock shall be reduced by the amount of the confiscation of the shares drawn up on the shares. In the case of a forced confiscation ordered by the Articles of Association, if the General Meeting does not decide on the capital reduction, the share capital shall be reduced with the forced confiscation. In order to recover, it requires an act of the company which is aimed at the destruction of the rights of certain shares. Unofficial table of contents

Section 239 Registration of implementation

(1) The Management Board shall notify the implementation of the reduction of the share capital for entry in the Commercial Register. This is also true if it is a compulsory confiscation ordered by the Articles of Association. (2) Registration and registration of the implementation of the reduction can be linked to the application and registration of the decision on the reduction.

Fourth subsection
Identification of the capital reduction

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§ 240

The amount obtained from the capital reduction shall be shown separately in the profit and loss account as "income from the reduction of capital", in fact after the item "Withdrawal from profit reserves". An adjustment to the capital reserve in accordance with Section 229 (1) and (232) is to be indicated separately as a "adjustment to the capital reserve in accordance with the provisions on the simplified capital reduction". The appendix shall specify whether and to what extent the amounts recovered from the capital reduction and the liquidation of retained earnings

1.

to compensate for impairments,

2.

to cover other losses, or

3.

for the adjustment to the capital reserve

will be related.

Seventh Part
Nullity of General Assembly decisions and the annual financial statements. Special examination for illegal undervaluation

First section
Nullity of General Assembly Decisions

First subsection
General

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§ 241 Invalidity reasons

A decision of the Annual General Meeting shall be void, except in the cases of Section 192 (4), § 212, 217 (2), § 228 (2), § 234 (3) and § 235 (2) only if it is not

1.

has been taken at a general meeting, which was convened in breach of Section 121 (2) and (3) sentence 1 or (4),

2.

is not certified in accordance with Section 130 (1) and (2) sentence 1 and (4),

3.

is not compatible with the nature of the public limited liability company or violates provisions of its content which are exclusively or primarily for the protection of the creditors of the company or otherwise in the public interest,

4.

in its content against the good morals,

5.

has been annulled by a final judgment by a final judgment in the case of a ruling;

6.

in accordance with Section 398 of the Act on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction on the basis of a final decision, it has been annulled as void.

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§ 242 Healing of nullity

(1) The invalidity of a General Assembly decision, which has not been assessed in accordance with Section 130 (1) and (2) sentence 1 and (4), or which has not been properly assessed, can no longer be asserted if the decision has been entered in the Commercial Register (2) If a General Assembly decision is void in accordance with Section 241 (1), (3) or (4), the invalidity may no longer be asserted if the decision has been entered in the Commercial Register and have elapsed since then three years. If, on the expiry of the period, a claim for a determination of the nullity of the main assembly decision is legal, the time limit shall be extended until the action has finally been taken by a final decision or has been finally settled in another way. A deletion of the decision of the Office pursuant to Section 398 of the Act on the Procedure in Family Matters and in the matters of voluntary jurisdiction shall not be ruled out by the time lapse. If a General Assembly decision is void for breach of Section 121 (4) sentence 2 in accordance with § 241 No. 1, the invalidity may no longer be asserted even if the non-invited shareholder approves the decision. If a general assembly decision is void in accordance with § 241 No. 5 or § 249, the judgment can no longer be registered in accordance with § 248 (1) sentence 3 if, pursuant to Section 246a (1) (1), it has been found to be legally binding that defects in the main assembly decision are not § 398 of the Act on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction does not apply. (3) Paragraph 2 applies accordingly, if in the cases of § 217 (2), § 228 Section 2, section 234 (3) and section 235 (2) do not make the required entries within the required time limit . Unofficial table of contents

Section 243 Reaction reasons

(1) A decision of the Annual General Meeting may be challenged by action for breach of the law or the Articles of Association. (2) The dispute may also be based on the fact that a shareholder with the exercise of the voting rights for himself or a third party To obtain special advantages for the damage of the company or of the other shareholders, and the decision is appropriate to serve this purpose. This shall not apply if the decision provides the other shareholders with appropriate compensation for their damage. (3) The dispute cannot be supported:

1.

the infringement of rights caused by a technical malfunction, which have been carried out by electronic means in accordance with Section 118 (1) sentence 2, second sentence and section 134 (3), unless the company is gross negligence or intent in the Statute, a stricter level of debt can be determined;

2.

in breach of Section 121 (4a), § 124a or § 128,

3.

for reasons justifying a procedure pursuant to Section 318 (3) of the Commercial Code.

(4) In the event of incorrect, incomplete or conscientious information, only an objectively ruling shareholder may be challenged to issue the information as an essential condition for the proper performance of his or her own information. Participation and membership rights would have been considered. An inaccurate, incomplete or insufficient information at the Annual General Meeting on the determination, amount or appropriateness of compensation, severance, payment or other compensations cannot be based on a challenge action, If the law for valuation complaints provides for a sprouching procedure. Unofficial table of contents

Section 244 Confirmation of countervailable General Assembly decisions *.

The dispute can no longer be asserted if the General Meeting has confirmed the contested decision by a new decision and this decision is not challenged within the period of appeal or the appeal is final. has been rejected. If the plaintiff has a legal interest in declaring that the contested decision is annulled for the period up to the date of confirmation, he may continue to invoke the dispute with the aim of taking the contested decision for that time for: to be annulled. Unofficial table of contents

§ 245 Challenge of challenge

The authority shall have the power to challenge

1.

any shareholder issued at the Annual General Meeting if he had already acquired the shares prior to the publication of the agenda and, contrary to the decision, declared a contradiction to the minutes;

2.

any shareholder not appearing at the Annual General Meeting if he has been unjustly not admitted to the General Meeting or has not convened the Assembly properly or the subject-matter of the decision-making has not been duly notified ;

3.

in the case of section 243 (2) of each shareholder, if he had already acquired the shares prior to the publication of the agenda;

4.

the Management Board;

5.

any member of the Executive Board and the Supervisory Board if, by carrying out the decision, members of the Management Board or of the Supervisory Board commit a criminal offence or an administrative offence or if they would become liable to replacement.

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Section 246 Avoidance action

(1) The action must be brought within one month of the date of the decision. (2) The action shall be directed against the company. The Company is represented by the Board of Management and the Supervisory Board. If the board of directors or a member of the board of directors is charged, the company shall be represented by the supervisory board, and a member of the supervisory board shall be represented by the board of directors. (3) Only the district court, in whose district the district court is responsible, shall be solely responsible for the action. Society has its seat. If a Chamber of Commercial Matters is formed in the District Court, the Chamber shall decide in place of the Civil Chamber. § 148 (2) sentences 3 and 4 shall apply accordingly. Oral proceedings shall not take place before the end of the monthly period referred to in paragraph 1. Immediately after the end of the monthly period referred to in paragraph 1, the company may, before notification, inspect a filed suit and have it be issued by the office of excerpts and copies. A number of challenge processes are to be combined for the simultaneous negotiation and decision. (4) The Board of Management has immediately announced the collection of the lawsuit and the date for oral proceedings in the company sheets. A shareholder may participate as a subsidiary intervener only within one month after the announcement of the action. Unofficial table of contents

§ 246a Release procedure

(1) If an action is brought against a general assembly decision on a measure of raising capital, the reduction of capital (§ § 182 to 240) or a corporate contract (§ § 291 to 307), the court may, at the request of the company, by This decision states that the filing of the application does not preclude registration and that the effect of the registration is unaffected by deficiencies in the main decision of the meeting. § 247, § § 82, 83 (1) and § 84 of the Code of Civil Procedure, as well as the provisions of the Code of Civil Procedure in force before the county courts, are to be applied in accordance with § 247, insofar as nothing deviates from the provisions of the Code of Civil Procedure is determined. A Senate of the Higher Regional Court, in whose district the company has its registered office, decides on the application. (2) A decision pursuant to paragraph 1 shall be taken if:

1.

the action is inadmissible or manifestly unfounded,

2.

the plaintiff has not, within one week of notification of the application by documents, proved that he has held a pro rata amount of at least EUR 1 000 since the date of notification of the convocation; or

3.

the immediate effect of the main assembly decision appears to be a priority, since the main disadvantages for society and its shareholders, as set out by the applicant, are, in the opinion of the Court of First Instance, the drawbacks of the Defendant shall prevail unless there is a particular gravity of the infringement.

(3) A transfer to the individual judge shall be excluded; a quality negotiation shall not be required. In urgent cases, oral proceedings may be waived. The facts set out on the basis of which the decision may be taken shall be credible. The decision shall be indisputable. It shall be binding on the register court; the determination of the validity of the registration shall be effective for and against any person. The decision shall be taken no later than three months after the date of submission of the application; delays in the decision shall be justified by an indisputable decision. (4) The action shall be deemed to have been justified, the company which has taken the decision shall be the person concerned. to replace the defendant with the damage caused to him by a decision based on the decision of the General Assembly decision. After the registration has been registered, defects in the decision shall be without prejudice to its implementation; the removal of this effect of the registration may not be required as compensation for damages. Unofficial table of contents

§ 247 Dispute

(1) The dispute value shall be determined by the court of proceedings, taking into account all the circumstances of the individual case, in particular the significance of the case for the parties, at its reasonable discretion. However, it may exceed one tenth of the share capital or, if this tenth is more than EUR 500,000, EUR 500,000 only in so far as the meaning of the case for the plaintiff is to be assessed higher. (2) Power a party credibly that the In the event of a burden on the cost of the proceedings, in accordance with the dispute referred to in paragraph 1, the trial court may order, at its request, that its obligation to pay legal expenses shall be based on a request made by the Court of Justice of the European Union for the purpose of the of their economic situation, which is adapted to their economic situation. The consequence of the arrangement is that the beneficiary party also has to pay the fees of its lawyer only after that part of the dispute. In so far as the costs of the lawsuit are imposed or insofar as it is assumed, it shall reimburse the court fees paid by the opponent and the fees of his attorney only after the part of the dispute. In so far as the extra-judicial costs are imposed on the opponent or taken over by him, the attorney of the beneficiary party may contribute his fees from the opponent in accordance with the dispute applicable to the opponent. (3) The application under paragraph 2 may be be declared in front of the office of the court of proceedings for the minutes. It shall be affixed to the main proceedings before the hearing. Later on, it shall be admissible only if the adopted or established dispute is brought up by the court. Before deciding on the application, the opponent is to be heard.

Footnote

(+ + + § 247 (2) and 3: For use, see Section 72 (2) GNotKG + + +) Unofficial table of contents

Section 248 Judgment

(1) In so far as the decision is annulled by a final judgment, the judgment for and against all shareholders and the members of the Executive Board and the Supervisory Board, even if they are not party, shall have an effect. The Board of Management shall immediately submit the judgment to the Commercial Register. If the decision was entered in the commercial register, the judgment must also be entered. The entry of the judgment shall be notified in the same way as that of the decision. (2) The decision is subject to a change of sentence, the judgment of the full text of the statutes, as it is in the light of the judgment, shall be taken into account. and any changes to the Articles of Association shall be accompanied by the certificate of a notary relating to this fact to the Commercial Register. Unofficial table of contents

Section 248a announcements on the challenge

If the challenge process is terminated, the listed company shall immediately disclose the termination of the proceedings in the company sheets. Section 149 (2) and (3) shall apply accordingly. Unofficial table of contents

Section 249 Action for annulment

(1) In the event that a shareholder, the Executive Board or a member of the Management Board or the Supervisory Board take action for the determination of the invalidity of a General Meeting against the Company, § 246 (2), subsection 3, sentence 1 to 5, para. 4, § § 246a, 247, 248 and 248a. It is not impossible to invoke the nullity in any other way than by levying the action. If the General Assembly decision creates the conditions for a conversion according to § 1 of the Transformation Act and the conversion decision is registered, Section 20 (2) of the Transformation Act shall apply mutatily to the General Assembly Decision. (2) Several nullity processes are to be combined for simultaneous negotiation and decision. Nullity and challenge processes can be linked.

Second subsection
Nullity of certain General Assembly decisions

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§ 250 Invalidity of the election of Supervisory Board members

(1) The election of a member of the Supervisory Board by the Annual General Meeting shall be void, except in the case of § 241 Nos. 1, 2 and 5, only if:

1.

the Supervisory Board shall be assembled in violation of Section 96 (4), Section 97 (2) sentence 1 or section 98 (4);

2.

the Annual General Meeting, although it is bound by election proposals (Sections 6 and 8 of the Montan-Mitdetermination Act), elects an unproposed person;

3.

by the election, the statutory maximum number of Supervisory Board members is exceeded (§ 95);

4.

the person elected cannot be a member of the Supervisory Board in accordance with Section 100 (1) and (2) at the beginning of his term of office

5.

the election is in breach of Section 96 (2).

(2) In the event of an action to establish that the election of a member of the Supervisory Board is null and void, party-capable

1.

the General Works Council of the Company or, if there is only one Works Council in the Company, the Works Council, and, if the Company is a dominant company of a Group, the Group Works Council,

2.

the Company's Spokesman's Committee or, if there is only one Spokesperson Committee in the Company, the Spokesperson's Committee and, if the Company is a company of a Group, the Group Spokesperson Committee,

3.

the General Works Council of another undertaking, whose employees themselves or through delegates participate in the election of members of the Supervisory Board of the Company, or, where there is only one Works Council in the other undertaking, the Works Council,

4.

the full or corporate spokesperson's committee of another company whose employees themselves or through delegates participate in the election of members of the supervisory board of the company, or, if only one in the other company is involved, Speaker's Committee, the Spokesman's Committee,

5.

any trade union represented in the company or in any company whose employees themselves or through delegates participate in the election of members of the Supervisory Board of the company, as well as their top organisation.

(3) A shareholder, the Executive Board, a member of the Management Board or the Supervisory Board, or an organisation or representation of employees against the Company referred to in paragraph 2, shall bring an action to the effect that the election of a § 246 (2), (3) sentence 1 to 4, para. 4, § § 247, 248 (1) sentence 2, § § 248a and 249 (2) shall apply mutatis mutued.To the Supervisory Board member, the Supervisory Board shall apply. It is not impossible to invoke the nullity in any other way than by levying the action. Unofficial table of contents

§ 251 Feeding of the election of Supervisory Board members

(1) The election of a member of the Supervisory Board by the Annual General Meeting may be appealed by action for breach of the law or the Articles of Association. If the general meeting is subject to election proposals, the dispute may also be based on the fact that the nomination has been made unlawful. § 243 (4) and § 244 apply. (2) § 245 nos. 1, 2 and 4 apply to the power of appeal. The election of a member of the Supervisory Board, which has been elected on a proposal from the works councils under the Act of Codetermination of the Montan, may also be elected by any works council of a company of the company, any person represented in the companies of the company. Union or its top organisation are challenged. The election of another member, which has been elected pursuant to the Montan Co-Determination Act or the Co-Determination Act on a proposal from the other Supervisory Board members, may also be challenged by any member of the Supervisory Board. (3) For The dispute settlement procedure applies to § § 246, 247, 248 (1) sentence 2 and § 248a. Unofficial table of contents

Section 252 Judgment

(1) A shareholder, the Management Board, a member of the Management Board or the Supervisory Board, or an organization or representation of the employees against the Company, referred to in § 250 (2), shall bring an action to the effect that the election of an employee Member of the Supervisory Board shall be void by the General Meeting, a judgment declaring the nullity of the election shall be effective for and against all shareholders and employees of the company, all employees of other undertakings whose Employees themselves or by delegates in the election of Supervisory Board members of the Company , the members of the Management Board and the Supervisory Board, as well as the organizations and representations of the employees referred to in Section 250 (2), even if they are not parties. (2) The election of a member of the Supervisory Board shall be determined by the The General Meeting shall be annulled by a final judgment, the judgment for and against all shareholders as well as the members of the Executive Board and Supervisory Board, even if they are not party. In the case of the second sentence of Article 251 (2), the judgment also applies to and against the works councils, trade unions and top organisations that are entitled to challenge under this provision, even if they are not party. Unofficial table of contents

Section 253 Invalidity of the decision on the appropriation of the appropriation of the balance sheet

(1) The decision on the use of the balance sheet profit shall be void except in the cases of § 173 (3), § 217 (2) and § 241 only if the determination of the annual financial statements on which it is based is void. The annulment of the decision for this reason can no longer be asserted if the invalidity of the determination of the annual accounts can no longer be asserted. (2) For the action for the determination of invalidity against the Society is subject to § 249. Unofficial table of contents

Section 254 Dispute resolution on the appropriation of the balance sheet profit

(1) The decision on the appropriation of the appropriation of the balance sheet may also be challenged in addition to § 243 if the Annual General Meeting from the balance sheet profit cedes amounts in profit reserves or preserves as profit which is not according to the law or the articles of association of the Distribution among shareholders is excluded, although the cessation or profit advance is not necessary in the case of a reasonable commercial assessment in order to ensure the life and resilience of the company for a economic and financial needs over the foreseeable future, and (2) § § 244 to 246, 247 to 248a apply. (2) For the dispute, § § 244 to 246, 247 to 248a are applicable. The period of appeal also begins with the decision-making process if the annual accounts are to be re-examined in accordance with Section 316 (3) of the German Commercial Code. Shareholders shall only be entitled to challenge the provisions of paragraph 1 if their shares together reach the twentieth part of the share capital or the proportionate amount of EUR 500,000. Unofficial table of contents

Section 255 Dispute of the capital increase against deposits

(1) The decision to increase the capital against deposits may be challenged in accordance with Section 243. (2) The dispute may, if the subscription right of the shareholders have been excluded in whole or in part, be based on the fact that the latter is excluded from the provisions of the Increase in the amount of expenditure resulting from the increase or the minimum amount under which the new shares are not to be issued, is unreasonably low. This shall not apply if the new shares are to be accepted by a third party with the obligation to offer them to the shareholders for reference. (3) § § 244 to 248a shall apply to the dispute.

Second section
Nullity of the annual financial statements

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§ 256 Nullity

(1) A fixed annual accounts shall be void, except in the cases of section 173 (3), section 234 (3) and section 235 (2), if:

1.

he infringes on his content provisions which are exclusively or primarily for the protection of the creditors of the company;

2.

it has not been examined in accordance with Section 316 (1) and (3) of the Commercial Code in the event of a statutory audit obligation;

3.

in the case of a statutory audit obligation, it has been examined by persons who are not statutory auditors pursuant to Section 319 (1) of the Commercial Code or under Article 25 of the Introductory Act to the Commercial Code, or for reasons other than a Violation of § 319 (2), (3) or (4), § 319a (1) or § 319b (1) of the Commercial Code are not ordered for the statutory auditor,

4.

in its determination, the provisions of the law or of the statutes relating to the cessation of amounts in capital or profit reserves or on the removal of amounts of capital or profit reserves have been infringed.

(2) In addition to the provisions of paragraph 1, an annual financial statements made by the Management Board and the Supervisory Board shall be void if the Management Board or the Supervisory Board did not properly participate in its determination. (3) A general meeting of the annual accounts established by the Annual General Meeting The annual accounts shall be void, except in accordance with paragraph 1, if the statement

1.

decided at a general meeting, which was convened in breach of Section 121 (2) and (3) sentence 1 or (4),

2.

is not certified in accordance with Section 130 (1) and (2) sentence 1 and (4),

3.

has been annulled by a final judgment on the action of a ruling.

(4) In the event of infringement of the rules on the structure of the annual accounts and the failure to comply with forms in accordance with which the annual accounts are to be broken down, the annual accounts shall be null and void if it is clear and clear that the accounts are not respected and that the accounts are not respected. (5) For breach of the valuation rules, the annual accounts shall be void only if:

1.

Post overrated or

2.

These items are undervalued and, as a result, the assets and earnings situation of the company is intentionally rendered inaccurate or disguised.

Assets items are overvalued if they are valued at a higher value, passive items, if they are set at a lower amount than is permitted under sections 253 to 256 of the Commercial Code. Assets items are undervalued if they are lower than the value of a liability item, if they are set at a higher level than is permitted under sections 253 to 256 of the Commercial Code. In the case of credit institutions or financial services institutions and in the case of capital management companies within the meaning of Article 17 of the capital investment code, there is no breach of the valuation rules, in so far as the deviation according to the rules of the capital investment law , in particular the provisions of § § 340e to 340g of the Commercial Code, which shall apply in accordance with the provisions of the applicable regulations, in particular § § 341b to 341h of the German Commercial Code. (6) The nullity referred to in paragraph 1 (1), (3) and (4), (2), (3) (1) and (2), (4) and 5 may no longer be claimed if, in the cases referred to in paragraph 1 (3) and (4), (2) and (3) (3) (2) and (3) (2) and (2) six months, in the other cases, three years have been published since the contract notice has been published. have passed. If, on expiry of the period, a claim for a determination of the invalidity of the annual accounts is legal, the time limit shall be extended until the action has been finally settled or has finally settled in another way. (7) For the purposes of The application for a declaration of invalidity against the company shall apply mutagenicity to Section 249. If the company has issued securities within the meaning of the first sentence of section 2 (1) of the Securities Trading Act, which are admitted to trading on a domestic exchange in the regulated market, the court of the Federal Institute for The financial services supervisor shall inform the receipt of a claim for a declaration of invalidity and of any final decision on that action. Unofficial table of contents

Section 257 Dispute resolution of the annual financial statements by the Annual General Meeting

(1) The determination of the annual financial statements by the Annual General Meeting may be challenged in accordance with Section 243. However, the dispute cannot be based on the fact that the content of the annual financial statements violates the law or the statutes. (2) § § 244 to 246, 247 to 248a apply to the dispute. The period of appeal also begins with the decision-making process if the annual accounts are to be re-examined in accordance with Section 316 (3) of the German Commercial Code.

Third Section
Special examination for illegal undervaluation

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Section 258 Order of the special examiners

(1) Where there is reason to believe that:

1.

in an established annual accounts, certain items are not insignificantly undervalued (Section 256 (5) sentence 3), or

2.

the Annex does not contain the required information or does not contain it in its entirety, and the Management Board has not provided the missing information at the Annual General Meeting, although it has been asked to do so, and requires the inclusion of the question in the minutes. ,

The Court of First Instance shall, on request, appoint special examiners. The special examiners shall examine the cases in which they are not subject to an insignificant underassessment. You have to check the annex to verify that the required information has not been made or has not been completed, and that the Management Board has not provided the missing information at the Annual General Meeting, although it has been asked to do so, and the (1a) In the case of credit institutions or financial services institutions and in the case of capital management companies within the meaning of Article 17 of the capital investment code, a special examiner in accordance with paragraph 1 may not be able to: , in so far as the undervaluation or the missing information in the Annex is included in the Application of § 340f of the Commercial Code. (2) The application must be filed within one month after the Annual General Meeting on the annual accounts. This shall also apply if the annual accounts are to be re-examined in accordance with Section 316 (3) of the Commercial Code. It can only be made by shareholders whose shares together reach the threshold value of § 142 (2). Applicants shall deposit the shares up to the date of the decision on the application or submit to the depository institution that the shares are not sold for so long and shall be credited to the fact that they have been held for at least three months. months prior to the day of the Annual General Meeting are holders of the shares. For the purpose of the credibility, an affidavit is sufficient before a notary. (3) Before placing the order, the court has to hear the board of directors, the supervisory board and the auditor. The decision shall be admissible against the decision. The Landgericht, in whose district the company has its registered office, shall decide on the application referred to in paragraph 1. (4) Special examiners referred to in paragraph 1 may only be auditors and auditing companies. For the selection, § 319 (2) to (4), § 319a (1) and § 319b (1) of the Handelsgesetzbuch (Handelsgesetzbuch) shall apply mutatily. The statutory auditor of the company and persons who were auditors of the company in the last three years prior to the appointment may not be special examiners under paragraph 1. (5) § 142 (6) on the replacement of reasonable cash outlays and the Remuneration of court-appointed special examiners, § 145 (1) to (3) on the rights of the special examiners, § 146 on the costs of the special examination and § 323 of the Commercial Code on the liability of the statutory auditor shall apply mutatically. The special examiners referred to in paragraph 1 shall also have the rights in accordance with section 145 (2) with respect to the statutory auditor of the company. Unofficial table of contents

Section 259 Examination report. Final findings

(1) The special examiners shall report on the outcome of the examination in writing. If, in the performance of their duties, the special examiners find that items are overvalued (Section 256 (5), second sentence), or that the provisions relating to the breakdown of the annual accounts are in breach of the rules or forms which are not respected, they shall: also to report on it. In the case of the report, § 145 (4) to (6) apply. (2) If, according to the result of the examination, the inestiated items are not insignificantly undervalued (Section 256 (5) sentence 3), the special examiners at the end of their report shall have a final report in a final report. to declare that:

1.

the maximum number of assets to be used for each item of assets and the amount of the individual assets to be used at the most;

2.

the amount of the annual surplus increased in the approach of these values or amounts, or the net loss would have been reduced.

The special examiners shall base their assessment on the conditions on the reporting date of the annual financial statements. For the approach of the values and amounts referred to in point 1, they shall be based on the assessment and depreciation method according to which the company last assessed the items to be valued or similar items in an admissible manner. (3) If, according to the result of the examination, the cases are not undervalued, or are undervalued only insignificantly (Article 256 (5) sentence 3), the special examiners shall, at the end of their report, declare in a final statement that they shall be: Compulsory examination and assessment not inadmissible undervalued the inadmissible items (4) If, according to the result of the examination of the Annex, the required information has not been or is not completely contained and the Management Board has not provided the missing information at the Annual General Meeting, although it has been asked for, and is the If the question has been requested in the minutes, the special examiners shall, at the end of their report, make the missing information in a final statement. Where the indication of derogations from evaluation or depreciation methods has been ominous, the final statement shall also indicate the amount by which the annual excess or the annual amount of the absence of the derogation shall be indicated, the indication of which shall be that would have been higher or lower. If, after the result of the examination, no information has been given in accordance with the first sentence, the special examiners shall, in a final statement, declare that none of the prescribed conditions shall be required after their compulsory examination and assessment in the Annex. (5) The Board of Management shall immediately disclose the final findings of the special examiners in accordance with paragraphs 2 to 4 in the company sheets. Unofficial table of contents

Section 260 Judicial decision on the final findings of the special examiners

(1) The company or shareholders whose shares together reach the twentieth part of the share capital or the pro rata amount of EUR 500 000 may, within a period of time, be subject to final findings of the special examiners under section 259 (2) and (3). After the publication in the Federal Gazette (Bundesanzeiger), the application for a decision by the competent court pursuant to Section 132 (1). Section 258 (2) sentences 4 and 5 shall apply mutatily. The application must be based on the determination of the amount of the assets to be recorded in the application at least or the items to be recorded in the application for a maximum amount of time. The request of the company may also be directed to the determination that the annual accounts did not contain the undervaluations found in the final determination of the special examiners. (2) The Court of First Instance decides on the application under Honouring all circumstances for free conviction. Section 259 (2) sentence 2 and 3 shall apply. In so far as the full explanation of all relevant circumstances is associated with considerable difficulties, the court has to estimate the values or amounts to be applied. (3) § 99 (1), subsection (2) sentence 1, (3) and (5) shall apply mutaly. The Court of First Instance shall also have its decision taken by the company and, where shareholders have submitted the request referred to in paragraph 1, to the said decision. It has also made it known in the company sheets without any reason. The complaint is made by the company and shareholders whose shares together reach the twentieth part of the share capital or the proportionate amount of EUR 500 000. Section 258 (2) sentences 4 and 5 shall apply mutatily. The notice of appeal shall begin with the publication of the decision in the Federal Gazette, but for the company and, where shareholders have submitted the application in accordance with paragraph 1, not even for them prior to the notification of the decision. (4) The costs are if the application is accepted, the company, otherwise the applicant shall be replaced by the applicant. § 247 shall apply mutatily.

Footnote

(+ + + § 260 (4) sentence 2: For application, see Section 72 (2) GNotKG + + +) Unofficial table of contents

Section 261 Decision on the return on the basis of higher valuation

(1) If the special examiners have declared in their final determination that items have been undervalued, and against that determination has not been made within the time limit of the application for a court decision within the first paragraph of § 260 (1), such the items in the first annual accounts, which shall be drawn up after the expiry of that period, shall be placed on the basis of the values or amounts established by the special examiners. This shall not apply to the extent to which changes in circumstances, including those subject to wear, are due to the wear, pursuant to § § 253 to 256 of the Commercial Code or in accordance with the principles of regular accounting for Active items a lower value or a higher amount for passive items. In such a case, the Annex shall indicate the reasons and, in a special statement, shall indicate the development of the value or amount determined by the special examiners to the value or amount attached in accordance with the second sentence. If the items no longer exist, then it is necessary to report on this and on the use of the yield from the departure of the items in the Annex. For each of the items in the annual balance sheet, the difference amounts shall be noted in order to have been set at a higher value or a passive item with a lower amount due to the first and second set of assets. The sum of the difference amounts shall be shown separately on the liabilities side of the balance sheet and in the profit and loss account as "earnings on the basis of higher valuation according to the result of the special examination". (2) Has the court seised pursuant to § 260 where it is established that items are undervalued, the approach of the items in the first annual accounts drawn up in accordance with the legal force of the court decision shall be deemed to apply in accordance with paragraph 1. The sum of the differences is to be referred to separately as "income on the basis of higher valuation according to the court decision". (3) The income from a higher valuation according to paragraphs 1 and 2 does not count on the annual surplus for the application of § 58. The Annual General Meeting decides on the use of the income minus the taxes to be paid on it, unless a balance sheet loss is shown in the annual financial statements which is not covered by capital or profit reserves. Unofficial table of contents

Section 261a Communications to the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht)

The court has the Bundesanstalt für Finanzdienstleistungsaufsicht (Bundesanstalt für Finanzdienstleistungsaufsicht) the receipt of an application for the appointment of a special examiner, any final decision on the appointment of special examiners, the examination report and a final decision. To be informed of any final findings of the special examiners pursuant to § 260, if the company has issued securities within the meaning of Section 2 (1), first sentence, of the Securities Trading Act, which is trading on a domestic stock exchange in the regulated market.

Eighth Part
Dissolution and annulment of society

First section
Resolution

First subsection
Resolution reasons and login

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§ 262 Resolution Reasons

(1) The public limited company shall be dissolved

1.

by the expiry of the period specified in the Statute;

2.

by decision of the general meeting, which shall require a majority of at least three quarters of the share capital represented in the decision-making process; the statutes may define a greater majority of capital and other requirements;

3.

by the opening of insolvency proceedings on the assets of the company;

4.

with the legal force of the decision, which rejects the opening of insolvency proceedings in the absence of a mass;

5.

with the legal force of an order of the register court which, according to § 399 of the Act on the Procedure in Family Matters and in the matters of voluntary jurisdiction, has established a deficiency of the Articles of Association;

6.

by erasure of the company for lack of assets pursuant to § 394 of the Act on the Procedure in Family Matters and in the matters of voluntary jurisdiction.

(2) This section shall also apply if the public limited company is dissolved for other reasons. Unofficial table of contents

Section 263 Registration and registration of the dissolution

The Management Board has to register the dissolution of the company for registration in the Commercial Register. This does not apply in the cases of opening and rejecting the opening of insolvency proceedings (§ 262 para. 1 no. 3 and 4) as well as in the case of the judicial establishment of a defect of the statute (§ 262 para. 1 no. 5). In such cases, the Court of First Instance shall have the resolution and its reason to be heard on its own account. In the event of the deletion of the company (§ 262 para. 1 no. 6), the registration of the dissolution shall not be required.

Second subsection
Fulfillment

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§ 264 Need for settlement

(1) After the dissolution of the company, the settlement takes place if the insolvency proceedings have not been opened over the assets of the company. (2) If the company is dissolved by erasure due to lack of wealth, then a Processing only if it turns out after the deletion that assets are present that are subject to the distribution. The liquiders shall be appointed by the court at the request of one of the parties. (3) Unless otherwise indicated in this subsection or for the purpose of settlement, the rules shall be laid down in the company until the end of the settlement. , which shall apply to unresolved companies. Unofficial table of contents

§ 265 Abwickler

(1) The management of the Board of Management shall provide the members of the Management Board as liquidate. (2) The Articles of Association or a decision of the Annual General Meeting may appoint other persons as liquiders. For the selection of the winders, § 76 (3) sentence 2 and 3 shall apply mutatily. A legal person may also be a settlement. (3) At the request of the Supervisory Board or a minority of shareholders whose shares together reach the twentieth part of the share capital or the pro-rata amount of 500 000 euros, the court has in case of an important reason the unwinders are to be ordered and recalled. The shareholders have to be credited that they have been holders of the shares for at least three months. An affidavit shall be sufficient for the purpose of credibility before a court or notary. The appeal is admissible against the decision. (4) The courts appointed by the courts shall be entitled to the replacement of reasonable cash outlays and to remuneration for their activities. The court shall determine the costs and remuneration of some of the unwinders and the company which have been ordered by the courts. The decision is admissible against the decision; the legal complaint is excluded. The final decision takes place in accordance with the Code of Civil Procedure. (5) Unwinding persons who are not appointed by the court may at any time discontinue the general meeting. The general provisions apply to the claims arising from the employment contract. (6) Paragraphs 2 to 5 shall not apply to the Director of Labour, insofar as his/her appointment and convocation are determined in accordance with the provisions of the Act on the Codetermination of the Covenant of Montanes. Unofficial table of contents

Section 266 Registration of the unwinders

(1) The first unwinders and their power of representation shall have the Management Board, any change of the liquiders and any change in their power of representation to register the liquiders for entry in the Commercial Register. (2) The application shall be the documents (3) In the application, the liquiders shall insure that there are no circumstances in which they are placed in accordance with § 265. 2, second sentence, and that they must be informed of their unrestricted obligation to provide information have been brought to justice by the Court. § 37 para. 2 sentence 2 is to be applied. (4) The order or dismise of unwinders by the court is registered by the court of office. (5) (omitted) Unofficial table of contents

Section 267 Call for creditors

With reference to the dissolution of the company, the liquiders have to ask the creditors of the company to notify their claims. The invitation shall be published in the leaflets. Unofficial table of contents

Section 268 Obligations of the unwinders

(1) The unwinders have to end the current business, to recover the claims, to convert the remaining assets into money and to satisfy the creditors. As far as the settlement requires, they may also enter into new business. (2) In addition, the liquiders within their business circle have the rights and obligations of the Executive Board. They are subject to supervision by the Supervisory Board. (3) The non-compete obligation of § 88 does not apply to them. (4) On all business letters addressed to a particular recipient, the legal form and the seat of the Company, the fact that the company is in liquidate, the register court of the registered office of the company and the number under which the company is registered in the commercial register, as well as all the liquiders and the chairperson of the company. Supervisory board specified with the surname and at least one advertised first name . Where information is provided about the capital of the company, in each case the share capital and, where the shares of the issue are not fully paid, the total amount of the outstanding deposits must be given. The information referred to in the first sentence shall not be required in the case of communications or reports which are carried out within the framework of an existing business relationship and which are normally used for forms in which only the specific cases required in each individual case are used. Data need to be inserted. Order notes shall be deemed to be business letters within the meaning of the first sentence; sentence 3 shall not apply to them. Unofficial table of contents

Section 269 Representation by the unwinders

(1) The winders represent the company in court and out of court. (2) If several winders are appointed, then if the statutes or the otherwise competent authority do not determine anything else, all unwinders are solely responsible for the representation of the winemaker. of the company. If a declaration of intent is to be handed over to the company, the levy shall be sufficient to an unwinder. (3) The statutes or the other competent authority may also determine that individual unwinders alone or in community with a procurator are empowered to represent the company. The same may be determined by the Supervisory Board if the Articles of Association or a decision of the Annual General Meeting have authorized it to do so. The second sentence of paragraph 2 shall apply in such cases. (4) Unwinders empowered to represent the general representation may authorize individuals to take certain transactions or certain types of transactions. This applies analogously if a single liquidate in communion with a prokurist is empowered to represent the company. (5) The power of representation of the unwinders cannot be limited. (6) Winders draw for the society by: they add to the company a consequential addition and their name signature. Unofficial table of contents

Section 270 Opening balance. Annual accounts and annual report

(1) For the start of the settlement, the winders shall draw up a balance sheet (opening balance sheet) and a report explaining the opening balance sheet and, for the end of each year, an annual accounts and a management report. (2) The Annual General Meeting decides on the determination of the opening balance sheet and the annual financial statements as well as on the discharge of the unwinders and of the members of the Supervisory Board. The opening balance sheet and the explanatory report shall apply in accordance with the rules on the annual accounts. Assets of fixed assets shall, however, be valued in the same way as round-robin assets, insofar as their disposal is intended within a reasonable period of time, or where such assets no longer serve the business operations; this also applies (3) The Court may exempt from the examination of the annual accounts and the management report by a statutory auditor if the circumstances of the company are so clear that an audit is in the interest of the creditors and Shareholders do not appear to be offered. The decision shall be admissible against the decision. Unofficial table of contents

Section 271 Distribution of assets

(1) The assets of the company remaining after the correction of the liabilities shall be distributed among the shareholders. (2) The assets shall be distributed in accordance with the shares in the share capital, if not shares with different rights in the case of the (3) If the deposits on the share capital are not applied to all the shares in the same ratio, the deposits made shall be refunded and an excess shall be repaid in accordance with the shares in the share capital. distributed. If the assets are not sufficient to reimburse the deposits, the shareholders shall bear the loss after their shares in the share capital; the outstanding deposits shall, if necessary, be drawn in. Unofficial table of contents

Section 272 creditor protection

(1) The assets may only be distributed if a year has elapsed since the date on which the creditor's appeal has been made known. (2) If a known creditor is not informed, the amount due shall be deposited for him if: Right of deposit. (3) If a liability cannot be corrected at present or if it is in dispute, the assets may only be distributed if the creditor is provided with security. Unofficial table of contents

Section 273 End of settlement

(1) If the settlement is terminated and the final invoice is placed, the unwinders shall notify the conclusion of the settlement for the registration in the commercial register. The company is to be deleted. (2) The books and writings of the company must be deposited on a safe place for storage for ten years, determined by the court. (3) The court may consult the shareholders and the creditors with the view of the books. (4) If it is subsequently found that further settlement measures are necessary, then at the request of one of the parties, the court has to reorder the previous winders or to appoint other liquiders. (5) The appeal is admissible against the decisions referred to in paragraphs 2, 3 and 4 sentence 1. Unofficial table of contents

Section 274 Continuation of a dissolved society

(1) If a public limited company has been dissolved by time lapse or by decision of the Annual General Meeting, the Annual General Meeting may, as long as the distribution of the assets among the shareholders has not begun, the continuation of the Society. The decision shall require a majority consisting of at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. (2) The same shall apply if the company

1.

dissolved by the opening of the insolvency proceedings, but the proceedings have been terminated at the request of the debtor, or after the confirmation of a bankruptcy plan which provides for the continued existence of the company;

2.

The court has dissolved a defect of the statutes in accordance with Section 262 (1) no. 5, but a change in the statutes is decided at the latest at the same time as the continuation of the company.

(3) The unwinders have to register the continuation of the company for registration in the commercial register. You have to prove at the time of registration that the distribution of the assets of the company has not yet begun among the shareholders. (4) The decision to proceed shall not take effect until it is entered in the commercial register of the registered office of the company. has been registered. In the case referred to in paragraph 2 (2), the continuation decision shall have no effect as long as it and the decision on the amendment of the statutes have not been entered in the commercial register of the registered office of the company; the two decisions shall be taken together only in the case of: the trade register shall be registered.

Second section
Annulment of the Society

Unofficial table of contents

Section 275 Action for annulment

(1) If the Statute does not contain any provisions relating to the amount of the share capital or the subject matter of the Company, or if the provisions of the Articles of Association are void of the subject-matter of the Company, each shareholder and any member of the Company shall be The Board of Directors and the Supervisory Board complain that the company will be annulled. The action cannot be based on other grounds. (2) If the defect can be cured in accordance with § 276, the action may not be filed until after a plea has asked the company to remedy the defect and within three (3) The action must be brought within three years of the registration of the company. A deletion of the company from its own office pursuant to Section 397 (1) of the Law on the Procedure in Family Matters and in the matters of voluntary jurisdiction shall not be ruled out by the time lapse. (4) For the challenge, § Article 246 (2) to (4), § § 247, 248 (1) sentence 1, § § 248a, 249 (2), mutas. The Board of Management has to submit a certified copy of the action and the final judgment on the Commercial Register. The nullity of the company on the basis of a final judgment must be entered. Unofficial table of contents

§ 276 Healing of defects

A deficiency which concerns the provisions relating to the subject matter of the undertaking may be healed in accordance with the provisions of the law and the statutes on amendments to the statutes. Unofficial table of contents

Section 277 Effects of registration of nullity

(1) If the nullity of a company is entered in the commercial register on the basis of a final judgment or a decision of the register court, the settlement shall be carried out in accordance with the rules on the settlement at the resolution. (2) The The validity of the legal transactions made in the name of the company shall not be affected by the invalidity. (3) The shareholders shall have to pay the deposits to the extent necessary for the fulfilment of the commitments entered into.

Second book
Commanding company on shares

Unofficial table of contents

§ 278 Essence of the Kommanditgesellschaft auf Aktien

(1) The Kommanditgesellschaft on shares is a company with its own legal personality, in which at least one shareholder is liable to the company creditors unrestrictively (personally liable partner) and the remaining shares in the shares in shares (2) the legal relationship between the members of the company and the members of the company as a whole, and in relation to the whole of the total, the Annotated shareholders and third parties, including the power of Personally liable partners for the management and representation of the company, shall be determined in accordance with the provisions of the Commercial Code of the Kommanditgesellschaft. (3) In addition, the limited partnership shall apply to shares, to the extent that: it follows from the following provisions or from the absence of a board of management that the provisions of the first book relating to the public limited liability company shall apply in accordance with the provisions of the first book.

Footnote

(+ + + § 278: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 279 Company

(1) The company of the Kommanditgesellschaft on shares must, even if it is continued in accordance with Section 22 of the Commercial Code or in accordance with other statutory provisions, the name "Kommanditgesellschaft auf Aktien" or a generally understandable (2) If no natural person is personally liable in the company, the company must, even if it is continued in accordance with Section 22 of the Commercial Code or in accordance with other legal provisions, a name , which characterizes the limitation of liability.

Footnote

(+ + + § 279: For application cf. Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 280 Determination of the statutes. Founder

(1) The statutes must be determined by notarial certification. In the certificate, the nominal amount, the number of shares, the amount of the issue and, if there are several genera, the number of shares which each party takes over, shall be the nominal amount in the case of par value shares. Authorized agents require a notarized attorney. (2) All personally liable partners must take part in the determination of the statutes. In addition to them, they must be involved in the participation of the persons who are in the form of a limited number of shares against deposits. (3) The shareholders who have established the articles of association are the founders of the company.

Footnote

(+ + + § 280: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 281 Content of the Articles of Association

(1) In addition to the provisions laid down in Article 23 (3) and (4), the Articles of Association shall contain the name, first name and place of residence of each personally liable partner. (2) The assets of the personally liable partners shall be subject to the provisions of the Statute if they are not Basic capital is to be fixed according to the amount and the type in the Articles of Association. (3) (omitted)

Footnote

(+ + + § 281: For application cf. Section 140 (2) of the KAGB + + +) Unofficial table of contents

Section 282 Registration of the personally liable partners

In the event of the company being entered in the commercial register, the members of the Management Board shall be given the personal liability of the members. In addition, it must be borne in view of the powers of representation which the personally liable partners have.

Footnote

(+ + + § 282: For application cf. Section 140 (2) of the KAGB + + +) Unofficial table of contents

Section 283 Personally liable partners

The rules applicable to the Management Board of the Aktiengesellschaft shall apply mutatily to the personally liable partners.

1.

the declarations, submissions, declarations and proofs of the commercial register and notices;

2.

the audit of the foundation;

3.

the duty of care and responsibility;

4.

the obligations to the Supervisory Board;

5.

the admissibility of a loan;

6.

the convening of the general meeting;

7.

the special examination;

8.

the assertion of replacement claims on account of the management;

9.

the drawing up, presentation and examination of the annual accounts and of the proposal for the appropriation of balance sheet profit;

10.

the presentation and consideration of the management report, as well as a consolidated financial statements and a group management report;

11.

the presentation, examination and disclosure of an individual financial statement in accordance with Section 325 (2a) of the Commercial Code;

12.

the issue of shares in the event of a conditional capital increase, with the capital being authorized, and in the case of capital increase from social funds;

13.

the nullity and dispute over the decisions of the General Assembly;

14.

the request for the opening of the insolvency proceedings.

Footnote

(+ + + § 283: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 284 Competition ban

(1) A personally liable partner shall not be allowed to do business in the business branch of the Company for his own or foreign account without the express consent of the other personally liable partners and the Supervisory Board, nor a member of the company of the Executive Board or Managing Director or personally liable partner of another similar trading company. Consent can only be given for certain types of transactions or for certain commercial companies. (2) If a personally liable partner infringes this prohibition, the company may demand compensation for damages. It may, instead, require the shareholder to have the transactions made on his own account considered as having been received for the account of the company and to give out or to pay the remuneration paid out of transactions relating to the foreign invoice. The claims of the company shall expire in three months from the date on which the remaining personally liable partners and the members of the Supervisory Board shall be subject to the action required for damages. To obtain knowledge or to obtain it without gross negligence. Without regard to this knowledge or grossly negligent ignorance in five years ' time, they are committed to their creation.

Footnote

(+ + + § 284: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 285 General Meeting

(1) In the Annual General Meeting, the personally liable partners only have a voting right for their shares. They shall not exercise the right to vote either for themselves or for any other in the case of decision-making

1.

the election and dismise of the Supervisory Board;

2.

the discharge of the personally liable partners and the members of the Supervisory Board;

3.

the appointment of special examiners;

4.

the assertion of replacement claims;

5.

the renunciation of replacement claims;

6.

the choice of auditor.

In the case of these decisions, their voting rights cannot be exercised by another. (2) The resolutions of the General Meeting require the consent of the personally liable partners, in so far as they concern matters for which the decisions of the General Meeting are held by the person concerned. a limited partnership requires the consent of the personally liable partners and the co-anditists. The exercise of the powers granted to the general meeting or to a minority of commercial shareholders in order to appoint examiners and to assert claims of the company from the foundation or management is not required. (3) Decisions of the Annual General Meeting, which require the consent of the shareholders who are personally liable, shall not be submitted to the commercial register until the consent is given. In the case of decisions to be entered in the commercial register, consent shall be given in the minutes of the negotiation or in an annex to the minutes of the minutes.

Footnote

(+ + + § 285: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 286 Annual accounts. Site Report

(1) The Annual General Meeting decides on the determination of the annual financial statements. The decision requires the consent of the personally liable partners. (2) In the annual balance sheet, the capital shares of the personally liable partners are to be identified separately in accordance with the item entitled "subscribed capital". The loss arising from the share of the capital of a personally liable partner for the financial year shall be deducted from the share of the capital. In so far as the loss exceeds the share of the capital, it shall be issued separately on the assets side under the name "Personally Liable Partner" under the claims, in so far as there is a payment obligation; if there is no obligation to pay, the amount shall be referred to as the "non-loss part of the person liable to be personally liable" and shall be expletive in accordance with Section 268 (3) of the Commercial Code. Under section 89, loans granted to the company personally liable partners whose spouses, life partners or underage children or third parties who act on behalf of these persons are on the active side at the (3) In the profit and loss account, the person responsible for the capital shares of the shareholders who are liable to the person in question shall have to pay the shares. Profit or loss shall not be disclosed separately. (4) § 285 No. 9 (a) and (b) of the Commercial Code shall apply to the personally liable partners, with the proviso that the profit arising from the share of the capital of a personally liable partner does not need to be indicated.

Footnote

(+ + + § 286: For application cf. Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 287 Supervisory Board

(1) The decisions of the Kommanditaktionäre shall be taken by the Supervisory Board if the Articles of Association do not determine anything else. (2) In litigation which the entirety of the Kommanditaktionäre against the personally liable partners or these against the As a whole, the Supervisory Board shall represent the Kommanditaktionäre, if the General Meeting has not elected a special representative. The Company shall be liable for the costs of litigation which are the responsibility of the Kommanditaktionären. (3) Personally liable partners may not be members of the Supervisory Board.

Footnote

(+ + + § 287: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 288 Shareholding of the personally liable partners. Credit granted

(1) In the event of a loss to a personally liable partner exceeding his share of the capital, he shall not take a profit on his share of the capital. Furthermore, it must not take out such a profit share and no money on its share of the capital, as long as the sum of the balance sheet loss, payment obligations, loss share of personally liable partners and claims from credit to personal (2) As long as the condition set out in the second sentence of paragraph 1 is met, the members of the managing partners and their members shall be entitled to the sum of the profit, capital and profit reserves and the capital shares of the personally liable partners. Do not grant a credit to a company under Section 286 (2) sentence 4. A credit granted nevertheless shall be returned immediately without regard to any conflicting agreements. (3) Claims in person liable to personal liability on non-profit-related activity remuneration shall not be provided by these provisions touched. § 87 (2) sentences 1 and 2 shall apply mutagenly for a reduction of such remuneration.

Footnote

(+ + + § 288: For application, see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 289 Resolution

(1) The reasons for the dissolution of the Kommanditgesellschaft on shares and the departure of one of several personally liable partners from the company shall, unless otherwise specified in paragraphs 2 to 6, be governed by the following: Regulations of the Commercial Code of the Kommanditgesellschaft. (2) The Kommanditgesellschaft auf Aktien shall also be dissolved

1.

with the legal force of the decision, which rejects the opening of insolvency proceedings in the absence of a mass;

2.

with the legal force of an order of the register court which, according to § 399 of the Act on the Procedure in Family Matters and in the matters of voluntary jurisdiction, has established a deficiency of the Articles of Association;

3.

by the cancellation of the company for lack of assets pursuant to § 394 of the Act on the Procedure in Family Matters and in the matters of voluntary jurisdiction.

(3) The opening of the insolvency proceedings concerning the assets of a commercial shareholder shall not resolve the company. The creditors of a commercial service are not entitled to terminate the company. (4) For the termination of the company by the Kommanditakshareholders and for their consent to the dissolution of the company, a resolution of the Annual General Meeting is necessary. The same shall apply to the application for dissolution of the company by judicial decision. The decision shall require a majority consisting of at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. (5) In addition to exclusion, the members of the Personal Liable Partner may only withdraw if the Articles of Association are declared admissible. (6) The dissolution of the Company and the The departure of a personally liable partner shall be notified by all personally liable partners for entry in the commercial register. Section 143 (3) of the Commercial Code shall apply mutatily. In the cases referred to in paragraph 2, the Court of First Instance shall have the resolution and its reason to be heard on its own account. In the case of paragraph 2 (3), the registration of the dissolution shall not apply.

Footnote

(+ + + § 289: For application see Section 140 (2) of the KAGB + + +) Unofficial table of contents

§ 290 Resolution

(1) The settlement shall provide all personally liable partners and one or more persons elected by the Annual General Meeting as liquiators, if the articles of association do not specify anything else. (2) The order or dismise of liquiders by the (3) If the company is dissolved by deletion on account of wealth, then a settlement shall only take place if, after the deletion, it turns out that assets are present, that is subject to distribution. The unwinders shall be appointed by the court at the request of a party.

Footnote

(+ + + § 290: For application see Section 140 (2) of the KAGB + + +)

Third book
Related enterprises

Part one
Enterprise Contracts

First section
Types of enterprise contracts

Unofficial table of contents

Section 291 of the control contract. Profit Transfer Contract

(1) Company contracts are contracts through which a public limited company or a limited partnership on shares undertakes the management of its company to another company (domination contract) or is obliged to pay all its profits to a company. to other companies (profit transfer agreement). A contract for the removal of all the profit shall also be deemed to be a contract by which a public limited company or a limited partnership on shares takes over the company to lead the company for the account of another company. (2) Companies, which are not dependent on each other, by contract under uniform management, without being dependent on one of them by another contracting undertaking, this Treaty is not a control contract. (3) Services of the Company in the event of existence of a control or profit transfer contract shall not be deemed to be in breach of § § 57, 58 and 60. Unofficial table of contents

Section 292 Other business contracts

(1) Company contracts are also contracts through which a public limited company or a limited partnership on shares

1.

undertakes to pool their profits or the profits of each of their holdings, either wholly or in part, with the profit of other undertakings or individual undertakings of other undertakings, in order to share a Community profit (profit community),

2.

undertakes to transfer part of their profit or the profit of their individual holdings in part or in part to another (partial profit transfer contract),

3.

the operation of the company is leased to another company or otherwise surpassed (operating contract, operating agreement contract).

(2) A contract of profit-sharing with members of the Management Board and the Supervisory Board or with individual employees of the Company, as well as an agreement on a profit-sharing in the framework of contracts of current business transactions or License agreements are not a partial profit transfer contract. (3) An operating license agreement or an operating licence agreement and the decision by which the Annual General Meeting has agreed to the contract are not void because the contract is contrary to § § 57, 58 and 60. Sentence 1 shall not preclude the ruling of the decision on the grounds of this infringement.

Second section
Conclusion, amendment and termination of business contracts

Unofficial table of contents

§ 293 Approval of the Annual General Meeting

(1) An enterprise contract shall be effective only with the approval of the Annual General Meeting. The decision shall require a majority consisting of at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. The decision shall not apply the provisions of the law and the statutes of the amendments to the statutes. (2) A domination or a profit transfer agreement shall be concluded if the other part of the contract is a public limited company or a limited partnership Shares shall be effective only if the general meeting of this company agrees. The provisions of the second sentence of paragraph 1 shall apply in accordance with the provisions of the first sentence of paragraph 1. (3) The contract shall be written in writing. (4) Unofficial table of contents

Section 293a Report on the enterprise contract

(1) The board of directors of any public limited liability company or limited partnership party to an enterprise contract shall, in so far as the approval of the general meeting is required in accordance with § 293, to report a detailed written report, in which the conclusion of the enterprise contract, the contract in the individual and in particular the nature and amount of the compensation according to § 304 and the severance according to § 305 are explained legally and economically and justified; the report may be submitted by the board of directors shall also be reimbursed jointly. It should be noted that there are particular difficulties in evaluating the contracting undertakings and the consequences for the shareholdings of the shareholders. (2) The report does not need to include facts which are likely to be made known. is to cause a not insignificant disadvantage to one of the contracting undertakings or to an affiliated undertaking. In such a case, the report shall state the reasons why the facts have not been recorded. (3) The report shall not be required if all the shareholders of all the undertakings concerned are to be reimbursed by the public Notarized explanation. Unofficial table of contents

Section 293b Examination of the enterprise contract

(1) The enterprise contract shall be considered for each contracting limited company or limited partnership on shares by one or more expert auditors (the contractual auditor), unless all shares of the dependent company (2) § 293a (3) shall be applied accordingly. Unofficial table of contents

§ 293c Order of the Contract Auditor

(1) The contractual auditors shall be selected and appointed by the court at the request of the board of management of the contracting companies. They may be jointly appointed on the joint request of the Executive Board for all contracting companies. The district court, in whose district the dependent company has its registered office, is responsible. If a Chamber of Commercial Matters is formed in the District Court, its chairman shall decide in place of the Civil Chamber. § 318 (5) of the German Commercial Code applies to the replacement of outlays and the remuneration of examiners appointed by the court. (2) § 10 (3) to (5) of the Transformation Act applies accordingly. Unofficial table of contents

§ 293d Selection, position and responsibility of the contract auditors

(1) For the selection and the right of access of the contractual auditors, § 319 (1) to (4), § 319a (1), § 319b (1), § 320 (1) sentence 2, and (2) sentence 1 and 2 of the Commercial Code shall apply accordingly. The right of information exists in relation to the contracting companies and to a group company, as well as to a dependent company and a ruling company. (2) For the responsibility of the contract auditors, their agents and the liability of the companies in the Statutory representatives of an audit company shall be subject to Section 323 of the Commercial Code accordingly. Responsibility lies in relation to the contracting companies and their shareholders. Unofficial table of contents

§ 293e Review Report

(1) The contract auditors shall report on the outcome of the examination in writing. The audit report shall be concluded by means of a statement as to whether the proposed compensation or the proposed settlement is appropriate. It shall indicate:

1.

according to which methods compensation and severance have been determined;

2.

the reasons why the application of these methods is appropriate;

3.

what compensation or compensation would result from the use of different methods, if several were applied; at the same time, the weight of the various methods used in the determination of the proposed method compensation or the proposed severance and the underlying values, and the particular difficulties encountered in the assessment of the contracting undertakings.

(2) § 293a (2) and (3) shall apply accordingly. Unofficial table of contents

§ 293f Preparation of the Annual General Meeting

(1) From the convening of the Annual General Meeting, which is to decide on the approval of the company contract, are in the business space of each of the participating companies or limited limited companies on shares for the purpose of the approval of the shareholders to interpret

1.

the enterprise contract;

2.

the annual accounts and the annual reports of the contracting undertakings for the last three financial years;

3.

the reports of the Executive Board pursuant to Section 293a and the reports of the auditors pursuant to Section 293e.

(2) On request, a copy of the documents referred to in paragraph 1 shall be issued without delay and free of charge to each shareholder. (3) The obligations referred to in paragraphs 1 and 2 shall not apply if the documents referred to in paragraph 1 are applicable to the same Period of time available on the website of the company. Unofficial table of contents

§ 293g Implementation of the Annual General Meeting

(1) The documents referred to in § 293f para. 1 shall be made available at the Annual General Meeting. (2) The Management Board shall explain the business contract orally at the beginning of the hearing. It must be attached to the minutes as an annex. (3) On request at the Annual General Meeting, each shareholder shall also be informed of all matters of the other contractual part that are essential for the conclusion of the contract. Unofficial table of contents

§ 294 Registration. More effective

The Management Board of the Company has to register the existence and nature of the business contract as well as the name of the other contractual part for entry in the Commercial Register; in the case of the existence of a large number of partial profit transfer agreements, it may be replaced by the name of the other part of the contract is also entered in a different name, which specifically determines the respective partial profit transfer agreement. The application shall be the contract and, if it becomes effective only with the consent of the general meeting of the other part of the contract, the minutes of this decision and its annexes to the original, the copy or the publicly certified copy. (2) The contract shall not be effective until its existence has been entered in the commercial register of the registered office of the company. Unofficial table of contents

§ 295 Amendment

(1) An enterprise contract can only be changed with the approval of the Annual General Meeting. § § 293 to 294 apply analogously. (2) The approval of the Annual General Meeting of the Company for an amendment of the provisions of the contract, which are to the performance of a compensation to the outside shareholders of the company or to the acquisition of their shares Require, in order to be effective, a special decision of the external shareholders. § 293 (1) sentence 2 and 3 shall apply to the special decision. At the request of the Assembly, which decides on the consent, any external shareholder shall also be informed of all matters relating to the other part of the contract which are essential for the amendment. Unofficial table of contents

Section 296 Repeal

(1) An enterprise contract can only be cancelled at the end of the financial year or the otherwise contractually determined accounting period. A retroactive repeal shall be inadmissible. The cancellation requires the written form. (2) A contract which requires compensation to the outside shareholders or to the acquisition of their shares can only be waiver if the external shareholders are subject to special decision . § 293 (1) sentence 2 and 3, § 295 (2) sentence 3 shall apply mutas to the special decision. Unofficial table of contents

Section 297 Termination

(1) An enterprise contract may be terminated for an important reason without the need for a notice period. An important reason lies in particular if the other part of the contract is not likely to be in a position to fulfil its obligations under the contract. (2) The Board of the Company may conclude a contract to the effect that the contract may be The performance of a compensation to the outside shareholders of the company or to the acquisition of their shares is obliged, without any important reason, to terminate only if the outside shareholders agree by special decision. § 293 (1) sentence 2 and 3, § 295 (2) sentence 3 apply for the special decision. (3) The dismissal requires the written form. Unofficial table of contents

Section 298 Registration and registration

The Management Board of the Company shall immediately notify the termination of an enterprise contract, the reason and the date of termination for registration in the Commercial Register. Unofficial table of contents

Section 299 Exclusion of instructions

Under a corporate contract, the company cannot be granted the instruction to amend, maintain or terminate the contract.

Third Section
Securing the Society and the creditors

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§ 300 Legal reserve

The statutory reserve shall be adjusted in place of the amount specified in Section 150 (2),

1.

if there is a profit-loss transfer contract, the amount of the amount required to carry out a profit loss from the previous year as a result of the loss of profit, the amount required for the statutory reserve to be added to the profit of a profit or loss of profit. Capital reserves within the first five financial years beginning during the existence of the contract or after carrying out a capital increase shall be equal to the tenth or to the higher part of the share capital determined in the statutes at least the amount specified in point 2,

2.

if there is a partial profit transfer contract, the amount which, in accordance with Section 150 (2), would result from the annual surplus, which was reduced without the profit and loss account, in order to make a loss contribution from the previous year into the statutory reserve;

3.

if there is a control contract without the company also being obliged to take all of its profits, the amount required for refilling the statutory reserve as specified in point 1, but at least the amount required in section 150 (2) or, if the The company is obliged to pay off its profit in part, the amount determined in point 2.

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Section 301 Maximum amount of profit-making

A company may, irrespective of which agreements have been concluded on the calculation of the profit to be derived, as its profit not more than the net profit generated without the profit and loss account, reduced by a loss before the profit the previous year, in order to discontinue the amount, which is to be adjusted in accordance with § 300 in the statutory reserves and the amount blocked under section 268 (8) of the German Commercial Code. If, during the period of the contract, amounts have been entered into other retained earnings, these amounts may be taken from the other retained earnings and paid as a profit. Unofficial table of contents

Section 302 Loss of loss

(1) If there is a control contract or a profit transfer contract, the other part of the contract shall compensate any other loss of the year otherwise arising during the term of the contract, provided that it is not compensated for by the fact that the other part of the contract is not compensated for by the other part of the contract. (2) If a dependent company has leased or otherwise left the operation of its enterprise to the dominant undertaking, then the dominant position shall be: Company any annual loss otherwise incurred during the term of the contract In so far as the agreed consideration does not reach the appropriate fee. (3) The Company may not be entitled to compensation until three years after the date on which the registration of the termination of the contract in the commercial register In accordance with § 10 of the German Commercial Code, it is not possible to compare or to compare it. This shall not apply if the compensatory agent is insolvent and compares to the application of the insolvency proceedings with its creditors or if the replacement obligation is regulated in an insolvency plan. The waiver or comparison shall only be effective if the outsided shareholders agree by special decision and not a minority whose shares together reach the tenth part of the share capital represented in the decision-making process, to the (4) The claims arising from these regulations shall become law in ten years from the date on which the registration of the termination of the contract has been made known in the Commercial Register pursuant to Section 10 of the Commercial Code. Unofficial table of contents

Section 303 Creditors ' protection

(1) If a contract of control or a profit or loss transfer is concluded, the other part of the contract shall have the creditors of the company whose claims have been established before the registration of the termination of the contract in the commercial register according to § 10 of the The Commercial Code has been made known to provide security if it is notified to it for this purpose within six months of the date of publication of the registration. The creditors shall be informed of this right in the notice of registration. (2) The right to demand security shall not be granted to creditors who, in the case of insolvency proceedings, shall have the right to preferably satisfaction from a (3) Instead of providing security, the other part of the contract may vouch for the claim. Section 349 of the Commercial Code on the exclusion of the objection of the advance is not applicable.

Fourth Section
Securing of external shareholders in the case of domials and profit-and-profit agreements

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§ 304 Appropriate Compensation

(1) A profit transfer contract must provide for a reasonable compensation for the outside shareholders by means of a recurring cash benefit (compensatory payment) relating to the shares in the share capital. If the company is not also obliged to abduct all its profits, a control contract must, as an appropriate compensation, provide the external shareholders with a certain annual share of the profit after the compensation payment at certain levels. The provision of adequate compensation can only be waited if the company does not have an external shareholder at the time of the decision-making by its general meeting on the contract. (2) At least the compensatory payment is the to guarantee annual payment of the amount, which shall be based on the company's previous earnings situation and its future earnings prospects, taking into account appropriate depreciation and value adjustments, but without the formation of other profit reserves, is expected to be the average share of the profit on the individual Share could be distributed. If the other part of the contract is a joint stock company or a limited partnership on shares, the payment of the amount which is to be paid in the form of a reasonable conversion ratio on shares of the shares of the other company as a share of profits. The appropriateness of the conversion shall be determined by the ratio in which, in the event of a merger to one share of the company, shares of the other company would be granted. (3) A contract which, contrary to paragraph 1, does not compensate at all. , is void. The decision taken by the Annual General Meeting of the Company to comply with the contract or a change in the contract referred to in Section 295 (2) may not be based on Section 243 (2) or on the fact that the decision of the General Meeting of the Company is subject to the provisions of the Treaty certain compensation is not appropriate. If the compensation provided for in the contract is not appropriate, the court determined in Section 2 of the Spruches Act shall determine, on application, the compensation due to the contract, whereby if the contract is calculated as calculated in accordance with the second sentence of paragraph 2, it shall be: (4) The Court of First Instance determines the compensation, the other part of the contract may, within two months of the legal force of the decision, be the subject of the decision without notice of a period of notice of notice. cancel. Unofficial table of contents

§ 305 severance

(1) In addition to the obligation to compensate in accordance with § 304, a control contract or a profit transfer contract must contain the obligation of the other contractual part, at the request of an external shareholder, whose shares against a contract determined by the contract (2) The contract must be used as a severance payment,

1.

if the other part of the contract is a non-dependent and non-majority-owned corporation or limited partnership on shares with registered offices in a Member State of the European Union or in another State Party to the Agreement on the European Economic Area, the granting of treasury shares of that company;

2.

if the other part of the contract is a dependent or majority holding company or limited partnership on shares and the dominant company is a joint stock company or a limited partnership on shares with registered office in a Member State of the European Union or in another Contracting State of the Agreement on the European Economic Area, either the granting of shares of the dominant or majority-participating company or a cash settlement,

3.

in all other cases, a cash settlement

(3) If shares are granted to another company as a severance payment, the severance payment shall be deemed to be reasonable if the shares are granted in the ratio in which shares of the other share of the company in the case of a merger on one share of the company are granted. company, whereby peak amounts can be compensated by cash payments. The appropriate cash payment must take account of the circumstances of the company at the time of the decision-making by its general meeting on the contract. After the end of the day on which the domination or profit transfer contract has become effective, it shall be galvanising with 5 percentage points above the respective basic interest rate in accordance with Section 247 of the Civil Code; the assertion of a further damage is not excluded. (4) The obligation to acquire the shares may be limited to a limited period. The period shall end at the earliest two months after the date on which the registration of the existence of the contract has been made known in the Commercial Register in accordance with Section 10 of the Commercial Code. If a request for compensation or severance has been filed by the court determined in § 2 of the Spruch Procedure Act, the period shall end at the earliest two months after the date on which the decision on the last decision was taken. (5) The challenge of the decision by which the general meeting of the company has agreed to the contract or to a change in the contract falling under section 295 (2) cannot be based on this decision. that the Treaty does not provide for adequate severance. If the contract does not provide for any compensation in the first place or in accordance with paragraphs 1 to 3, the court determined in § 2 of the Spruch Procedure Act shall determine, on request, the severance payment. In the cases referred to in paragraph 2 (2), where the contract provides for the granting of shares of the dominant or majority-participating company, it shall have the ratio in which those shares are to be granted, if the contract does not grant the granting of such shares in the case of shares of the dominant or majority-participating company, to determine the appropriate cash settlement. Section 304 (4) shall apply mutatily. Unofficial table of contents

Section 306

(dropped) Unofficial table of contents

§ 307 Termination of the contract to secure outside shareholders

If, at the time of the decision-making of its general meeting, the company does not have an external shareholder, the contract shall end at the latest by the end of the financial year in which an external shareholder Shareholder is involved.

Part two
Power and responsibility for corporate reliance

First section
Power and liability on the existence of a control contract

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§ 308 Line Power

(1) If a control contract exists, the ruling company shall be entitled to give instructions to the Management Board of the Company with regard to the management of the Company. If the Treaty does not determine otherwise, instructions may also be issued which are detrimental to the company if they serve the concerns of the dominant undertaking or of the undertakings affiliated with it and the company. (2) The Executive Board is obliged to comply with the instructions of the ruling company. He is not entitled to refuse to comply with a Directive because, in his view, it does not serve the purpose of the dominant undertaking or the undertaking affiliated with it and the company, unless it has been granted that: (3) If the Management Board is instructed to carry out a business which may only be carried out with the consent of the Supervisory Board of the Company, this consent shall not be given within a reasonable period of time. , the Management Board shall notify this to the dominant company. If, according to this communication, the dominant company repeats the instructions, the Supervisory Board's approval is no longer required; the instruction may only be repeated if the ruling company has a supervisory board with its consent. . Unofficial table of contents

§ 309 Responsibility of the legal representatives of the ruling company

(1) If there is a control contract, the legal representatives (in the case of the sole proprietor of the holder) of the dominant undertaking shall have the care of a regular and of the company in the course of the issuing of instructions to the company; (2) Infringement of their obligations, they shall be bound by the company to compensate for the resulting damage as a full debtor. If it is disputed whether they have exercised the diligence of a prudent and conscientious business manager, it shall meet the burden of proof. (3) The company may not waive any claim for compensation until three years after the creation of the claim and only then. or compare themselves to them if the outsided shareholders agree by special decision and not a minority whose shares together reach the tenth part of the share capital represented in the decision-making, to the minutes of the minutes Objection. The time limit does not apply if the substitute is insolvent and compares to the application of the insolvency proceedings with its creditors or if the replacement obligation is settled in a bankruptcy plan. (4) The replacement claim the company can also be asserted by any shareholder. However, the shareholder can only claim performance to the company. The replacement claim can also be asserted by the creditors of the company, as far as they are unable to obtain satisfaction from the company. In contrast, the creditors shall not be excluded from the obligation to replace them by waiving or comparing the company. If insolvency proceedings are opened over the assets of the company, the right of the shareholders and the creditors to assert the claim of the company shall be exercised by the insolvency administrator or the property attorney for the duration of the insolvency proceedings. (5) The Any claims arising from these regulations shall be subject to a period of five years. Unofficial table of contents

§ 310 Responsibility of the administrative members of the company

(1) The members of the Board of Management and the Supervisory Board of the Company shall be liable in addition to the liable person in accordance with § 309 as the total debtor, if they have acted in breach of their duties. If it is in dispute whether it has applied the diligence of a prudent and conscientious business manager, it shall meet the burden of proof. (2) In the event that the Supervisory Board has approved the act, the replacement obligation shall not be excluded. (3) A The administrative members of the company shall not be obliged to replace them if the injuring act is based on a instruction to be followed in accordance with Section 308 (2). (4) § 309 (3) to (5) shall apply.

Second section
Responsibility in the absence of a control contract

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§ 311 Barriers of influence

(1) If there is no control contract, a ruling company may not use its influence to induce a dependent company or a limited partnership on shares to carry out a legal transaction which is disadvantageous to them. (2) If the compensation is not actually carried out during the financial year, it shall be necessary at the latest by the end of the financial year in which the compensation shall be made. dependent society has been inflicted upon the disadvantage, when and when by which advantages the disadvantage is to be compensated. The dependent company shall be entitled to a legal claim on the advantages to be compensated for. Unofficial table of contents

Section 312 Report of the Executive Board on relations with related enterprises

(1) If there is no control contract, the Management Board of a dependent company shall draw up a report in the first three months of the financial year relating to the company's relations with related undertakings. The report shall include all the legal transactions carried out by the company in the past financial year with the dominant undertaking or a company associated with it, or on the initiative or in the interest of such undertakings, and to list all other measures which it has taken or has not taken at the initiative or in the interest of these companies in the past financial year. In the case of legal transactions, performance and consideration shall indicate the reasons for the measure and its advantages and disadvantages for the company in the case of the measures. In order to compensate for disadvantages, it is necessary to indicate in detail how compensation has actually taken place during the financial year or to what advantages a legal claim has been granted to the company. (2) The report has the principles of a to comply with conscientious and faithful accounts. (3) At the end of the report, the Management Board shall declare whether the Company shall, in accordance with the circumstances known to him at the time when the transaction was carried out or the measure, has been or has been subject to an adequate level of legal action in any legal business In return, the measure was not penalised by the measure or by the fact that the measure was taken or failed. If the company has been disadvantaged, it must also explain whether the disadvantages have been offset. The statement shall also be included in the annual report. Unofficial table of contents

Section 313 Examination by the statutory auditor

(1) If the annual accounts are to be examined by a statutory auditor, the report on relations with related undertakings shall be submitted to the statutory auditor at the same time as the annual accounts and the annual report. He has to examine whether:

1.

the actual details of the report are correct,

2.

in the case of the legal transactions referred to in the report, the performance of the company was not unreasonably high in the circumstances known at the time of its adoption; in so far as it was the case, whether the disadvantages had been offset,

3.

in the case of the measures referred to in the report, there are no circumstances for a much different assessment than that of the Management Board.

§ 320 (1) sentence 2 and (2) sentence 1 and 2 of the Commercial Code shall apply mutatily. The statutory auditor also has the rights under this provision to a group company and to a dependent or dominant company. (2) The auditor has to report on the result of the examination in writing. If, in the course of the examination of the annual accounts, the management report and the report on relations with related undertakings, it finds that this report is incomplete, it shall also report on this report. The auditor must sign his report and submit it to the Supervisory Board; the Board of Management shall be given the opportunity to comment before the lead. (3) If no objections are to be raised following the final result of the examination, the Board of Management shall have no objections. the auditor to confirm this by the following endorsement of the report on relations with related undertakings:

According to my/our compulsory examination and assessment, I confirm/confirm that

1.

the actual details of the report are correct,

2.

in the case of the legal transactions referred to in the report, the performance of the company has not been unreasonably high or has been outweighed by disadvantages;

3.

in the case of the measures referred to in the report, there are no circumstances for a much different assessment than that of the Management Board.

If the report does not carry out a legal transaction, it shall be No 2, if it does not carry out any measure, the number 3 shall be continued. If, in the case of a legal transaction not listed in the report, the auditor has found that the performance of the company was unreasonably high, the endorsement shall be limited to that confirmation. (4) Should objections be raised or has been the auditor finds that the report on relations with related undertakings is incomplete, he shall restrict or refuse to confirm the confirmation. If the Management Board has itself declared that the company has been penalised by certain legal transactions or measures, without the disadvantages being offset, this shall be indicated in the note and the endorsement shall be given on the other (5) The auditor has to sign the confirmation notice stating the place and day. The audit report shall also be included in the audit report. Unofficial table of contents

Section 314 Examination by the Supervisory Board

(1) The Management Board shall submit the report on relations with affiliated companies immediately after its establishment to the Supervisory Board. This report and, if the annual financial statements are to be considered by a statutory auditor, the audit report of the auditor shall also be any member of the Supervisory Board or, if the Supervisory Board has decided to do so, to the members of a committee (2) The Supervisory Board has to examine the report on relations with related companies and report on the outcome of the audit in its report to the Annual General Meeting (§ 171 para. 2). If the annual accounts are to be examined by a statutory auditor, the Supervisory Board shall also give its opinion in this report on the outcome of the audit of the report on the relations with related undertakings by the auditor. A confirmation notice issued by the auditor shall be included in the report and shall be expressly notified of a failure to confirm the confirmation. (3) At the end of the report, the Supervisory Board shall declare whether, after the final result, the Supervisory Board shall (4) If the annual accounts are to be examined by a statutory auditor, the auditor shall be responsible for the conclusion of the annual accounts. Supervisory Board or a committee on the report on relations with and to report on the main findings of its audit. Unofficial table of contents

Section 315 Special examination

At the request of a shareholder, the Court of First Instance shall appoint a special auditor to examine the company ' s commercial relations with the dominant undertaking or a company affiliated with it if:

1.

the auditor has restricted or failed to confirm the report on the report on relations with related undertakings,

2.

the Supervisory Board has stated that objections are to be made against the statement of the Management Board at the end of the report on relations with related companies,

3.

the Board of Management has itself declared that the company has been disadvantaged by certain legal transactions or measures, without the disadvantages of the disadvantages.

If there are other facts justifying the suspicion of a non-compulsory addition to the night, the application may also be made by shareholders whose shares together reach the threshold of section 142 (2) if they make a credible statement, that they have been holders of the shares for at least three months prior to the date of application. The court decides on the application in the district of which the company has its registered office. Section 142 (8) shall apply accordingly. The decision shall be admissible against the decision. If the Annual General Meeting has appointed special examiners for the examination of the same operations, each shareholder may submit the application in accordance with section 142 (4). Unofficial table of contents

§ 316 No report on relationships with affiliated companies in profit-loss transfer agreement

§ § 312 to 315 do not apply if there is a profit or loss transfer agreement between the dependent company and the dominant company. Unofficial table of contents

§ 317 Responsibility of the ruling company and its legal representatives

(1) A dominant undertaking causes a dependent company which does not have a control contract to carry out a legal transaction which is disadvantageous to it or to take or refrain from taking action to the detriment of its disadvantage, without the need to: At the end of the financial year, in fact, or if the dependent company grants a legal right to an advantage intended for compensation, the company shall be responsible for the compensation of the damage caused to it by the company. is committed. It is also obligated to the shareholders to replace the damage resulting from them, insofar as they have been damaged, apart from any damage which has been caused to them by damage to the company. (2) The replacement obligation does not occur if an ordinary and conscientious manager of an independent company had also made the transaction, or if the measure had been taken or had not been taken. (3) In addition to the dominant undertaking, the total debtor shall be liable for the the legal representatives of the company, which the company is responsible for (4) § 309 (3) to (5) shall apply mutas to the provisions of the law. Unofficial table of contents

§ 318 Responsibility of the administrative members of the company

(1) The members of the board of the company shall be liable, in addition to the persons liable to a replacement in accordance with § 317, as a total debtor, if they have not been subject to their duties, the adverse legal transaction or the adverse measure in the Report on the company's relations with related undertakings, or to indicate that the company was disadvantaged by the transaction or the measure and that the disadvantage had not been offset. If it is in dispute whether they have applied the diligence of a prudent and conscientious business manager, it shall meet the burden of proof. (2) The members of the Supervisory Board of the Company shall be liable, in addition to the persons liable to a replacement pursuant to § 317 Joint debtors, if they are required to examine the report on relations with related undertakings and to examine the outcome of the examination to the general meeting, in respect of the adverse legal business or the adverse measure (§ 314), paragraph 1, second sentence, shall apply mutatily. (3) The company and also the If the action is based on a statutory decision of the Annual General Meeting (4) § 309 (3) to (5), the replacement obligation does not apply to shareholders.

Part Three
Affiliated companies

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§ 319 Integration

(1) The Annual General Meeting of a public limited company may decide to integrate the company into another public limited company with its registered office in Germany (main company), if all shares of the company are in the hands of the future The main company. The decision shall not apply the provisions of the law and the statutes relating to amendments to the statutes. (2) The decision on integration shall take effect only if the general meeting agrees to the future main company. The decision to give consent shall require a majority comprising at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. Paragraph 1, second sentence, shall apply. (3) From the convening of the general meeting of the future main company, which shall decide on the approval of the inclusion, shall be in the business space of this company for the purpose of the approval of the shareholders to interpret

1.

the draft classification decision;

2.

the annual accounts and the annual reports of the participating companies for the last three financial years;

3.

a detailed written report of the Executive Board of the future main company, in which the integration is explained and justified in a legal and economic way (inclusion report).

On request, a copy of the documents referred to in the first sentence shall be issued without delay and free of charge to any shareholder of the future main company. The obligations laid down in sentences 1 and 2 shall not apply if the documents referred to in the first sentence are accessible for the same period through the website of the future main company. These documents shall be made available at the Annual General Meeting. At the Annual General Meeting, each shareholder must also provide information on all matters relating to the integration of the company to be incorporated. (4) The Executive Board of the company to be incorporated shall have the following information: Inclusion and the company of the main company for registration in the commercial register. The notification shall be accompanied by the minutes of the general meetings and their annexes in copy or in a publicly certified copy. (5) In the case of the notification under paragraph 4, the Board of Management shall declare that a lawsuit against the The validity of a general meeting decision has not been levied or has not been filed within the stipulated period, or any such action has been legally rejected or withdrawn; the Management Board shall inform the register court accordingly, even after the notification. If the declaration is not in place, the inclusion shall not be registered unless the shareholders entitled to the action against the action against the effectiveness of the main assembly decision by notarized renunciation of the waiver (6) The declaration referred to in the first sentence of paragraph 5 shall be the same if, after the imposition of an action against the effectiveness of a main assembly decision, the Court of First Instance, at the request of the company, against whose main assembly decision the action is taken , it has decided, by decision, that the application of the application of the application shall not is contrary. § 247, § § 82, 83 (1) and § 84 of the Code of Civil Procedure, as well as the provisions of the Code of Civil Procedure in force before the county courts, are to be applied in accordance with § 247, insofar as nothing deviates from the provisions of the Code of Civil Procedure is determined. A decision as set out in the first sentence shall be taken if:

1.

the action is inadmissible or manifestly unfounded,

2.

the plaintiff has not, within one week of notification of the application by documents, proved that he has held a pro rata amount of at least EUR 1 000 since the date of notification of the convocation; or

3.

the immediate effect of the main assembly decision appears to be a priority, since the main disadvantages for society and its shareholders, as set out by the applicant, are, in the opinion of the Court of First Instance, the drawbacks of the Defendant shall prevail unless there is a particular gravity of the infringement.

The decision may, in urgent cases, be taken without oral proceedings. The decision shall be taken no later than three months after the date of submission of the application; any delay in the decision shall be justified by an indisputable decision. The facts raised by which the decision may be taken in accordance with the third sentence shall be credible. A Senate of the Higher Regional Court, in whose district the company has its registered office, decides on the application. A transfer to the individual judge is excluded; a quality negotiation does not need to be carried out. The decision shall be indisputable. If the action proves to be well founded, the company which has obtained the decision shall be obliged to replace the defendant with the damage resulting from an entry in the decision based on the decision. After the registration has been registered, defects in the decision shall be without prejudice to its implementation; the removal of that effect cannot be called for as compensation for damages. (7) The entry into the commercial register of the registered office of the Society will be incorporated into the main society. Unofficial table of contents

§ 320 Integration by majority decision

(1) The general meeting of a public limited company may decide to integrate the company into another public limited company with its registered office in Germany even if the shares of the company, on which there are twenty-five of the hundred of the company, may be incorporated into the company. Share capital is in the hands of the future main company. Own shares and shares, which belong to another company for the account of the company, must be deducted from the share capital. In addition to the second sentence of Article 319 (1) (2), (2) to (7), paragraphs 2 to 4 apply to integration. (2) The publication of the inclusion as the subject of the agenda shall be duly notified only if:

1.

it contains the company and the seat of the future main company,

2.

it is accompanied by a statement of the future main company, in which it also offers the outgoing shareholders a cash settlement as severance for their shares, in the case of § 320b para. 1 sentence 3.

The first sentence of paragraph 1 shall also apply to the publication of the future main company. (3) The integration shall be examined by one or more expert auditors (member auditor). These will be selected and ordered by the court at the request of the Executive Board of the future main company. § 293a (3), § § 293c to 293e shall apply mutatily. (4) The documents referred to in § 319 (3) sentence 1 as well as the examination report referred to in paragraph 3 shall be submitted by the convening of the Annual General Meeting, which shall be subject to the approval of the in the business space of the company to be incorporated and of the main company for the purpose of the approval of the shareholders. The classification report shall also explain and explain the nature and amount of the severance payment in accordance with § 320b, legally and economically; on particular difficulties in the evaluation of the companies involved and on the consequences for the Shareholdings of shareholders must be noted. Section 319 (3) sentence 2 to 5 shall apply mutatily to the shareholders of both companies. (5) to (7) (omitted) Unofficial table of contents

§ 320a Effects of integration

All shares which are not in the hands of the main company shall be entered into the trade register by registration of the inclusion in the commercial register. If stock certificates are issued via these shares, they shall only use the right to compensation until they are handed over to the main company. Unofficial table of contents

§ 320b severance of the retired shareholders

(1) The secreted shareholders of the affiliated company shall be entitled to an appropriate severance. Their own shares of the main company are to be granted as a severance payment. If the main company is a dependent company, the shareholders who have been removed are to be granted their own shares of the main company or an appropriate cash settlement after their election. If shares of the main company are granted as the severance payment, the severance payment shall be deemed to be appropriate if the shares are granted in the ratio in which shares of the main company are to be held in the case of a merger on a share of the company. , where peak amounts can be compensated by cash payments. The cash settlement must take account of the relationships of the company at the time of the decision-making by its general meeting on integration. Cash settlement and cash payments are to be galvanissed from the notice of registration of inclusion to 5 percentage points each year above the respective basic interest rate in accordance with Section 247 of the Civil Code; the assertion of a further damage is not excluded. (2) The challenge of the decision by which the Annual General Meeting of the affiliated company has decided to integrate the company may not be based on Section 243 (2) or on the fact that: the severance offered by the main company pursuant to § 320 (2) no. 2 is appropriate. If the offered severance payment is not appropriate, the court determined in § 2 of the Spruchprocedural Act shall determine the appropriate severance payment. The same shall apply if the main company has not offered a severance payment or has not offered them properly and any action based on this has not been levied or withdrawn or rejected in a legally binding manner within the time limit for the period of appeal is. (dropped) Unofficial table of contents

Section 321 Creditors ' protection

(1) The creditors of the affiliated company whose claims have been established before the entry into the commercial register of the entry into the commercial register shall be published if they become aware of them within six months of the date of publication of the contract notice. Report security to the extent that they are not able to demand satisfaction. The creditors shall be informed of this right in the notice of registration. (2) The right to demand security shall not be granted to creditors who, in the case of insolvency proceedings, shall be entitled to satisfy, preferably, satisfaction from a The cover mass, which is constructed according to the statutory provision for its protection and which is state-supervised. Unofficial table of contents

Section 322 Liability of the main company

(1) The principal company shall be liable to the creditors of this company as a total debtor for the liabilities of the affiliated company, which are justified before this date, from the integration to the company. The same liability shall apply to all liabilities of the affiliated company, which shall be established after the integration. (2) If the principal company is used for a liability of the affiliated company, it may only use objections which are not justified in its own person. (3) The principal company may refuse the satisfaction of the creditor as long as the affiliated company is entitled to the right to do so by the creditor. on the basis of the underlying legal business. The main company has the same power as long as the creditor can satisfy itself by offsetting against a due demand of the affiliated company. (4) Enforceable against the affiliated company. Debt instruments shall not be subject to compulsory enforcement against the main company. Unofficial table of contents

§ 323 Line power of the main company and responsibility of the members of the Management Board

(1) The main company shall be entitled to give instructions to the Management Board of the affiliated company with regard to the management of the Company. § 308 (2) sentence 1, para. 3, § § 309, 310 shall apply mutatily. § § 311 to 318 are not to be applied. (2) Services of the affiliated company to the main company do not apply as a violation of § § 57, 58 and 60. Unofficial table of contents

Section 324 Legal reserve. Thread guidance. Loss inheritance

(1) The statutory provisions on the formation of a statutory reserve, on their use and on the adjustment of amounts in the statutory reserve are not applicable to affiliated companies. (2) On a § § 293 to 296, 298 to 303 do not apply to profit or profit-sharing agreements, a profit community or a partial profit transfer agreement between the affiliated company and the main company. The contract, its amendment and its repeal shall require the written form. At most, the net profit generated without the profit transfer can be deducted as a profit. The contract ends at the latest by the end of the financial year in which the integration ends. (3) The main company is obliged to compensate any other loss of balance sheet arising from the affiliated company, insofar as this loss is the sum of the the capital reserves and the profit reserves. Unofficial table of contents

§ 325

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Section 326 Right of information of shareholders of the main company

Any shareholder of the main company shall be informed of the affairs of the affiliated company as well as of the affairs of the main company. Unofficial table of contents

§ 327 End of integration

(1) The integration ends

1.

by the decision of the general meeting of the members of the company;

2.

if the main company is no longer a public limited company with registered office in Germany,

3.

if all the shares of the affiliated company are no longer in the hands of the main company,

4.

by the dissolution of the main society.

(2) In the event that all shares of the affiliated company are no longer in the hands of the main company, the principal company shall inform the affiliated company in writing without delay. (3) The Board of Directors of the (4) The end of the integration, its reason and its date shall be notified immediately for entry in the commercial register of the registered office of the company. (4) Ends the integration, the former main company shall be liable. for the liabilities of the previously established liabilities A company, if it is due for the expiry of five years after the end of the integration and claims against the former main company in a manner referred to in Article 197 (1) (3) to (5) of the Civil Code, or a judicial or administrative enforcement act is being carried out or requested; in the case of public service obligations, the adoption of an administrative act is sufficient. The period shall begin with the date on which the registration of the end of incorporation into the commercial register has been made known in accordance with Article 10 of the Commercial Code. § § 204, 206, 210, 211 and 212 (2) and (3) of the Civil Code, which apply to the statute of limitations, must be applied accordingly. A finding in a kind referred to in § 197 (1) (3) to (5) of the Civil Code does not require, insofar as the former main company has acknowledged the claim in writing.

Fourth part
Exclusion of minority shareholders

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§ 327a Transfer of shares against cash settlement

(1) The Annual General Meeting of a joint stock company or a limited partnership on shares may, at the request of a shareholder, the company's shares in the amount of 95 of the hundred of the share capital belong (main shareholder), the transfer of the shares the other shareholders (minority shareholders) decide on the principal shareholder in respect of the granting of an appropriate cash settlement. Section 285 (2) sentence 1 shall not apply. (2) For the determination of whether the principal shareholder is 95 of the hundred of the shares, § 16 (2) and (4) shall apply. Unofficial table of contents

§ 327b Barabfinding

(1) The principal shareholder shall determine the amount of the cash settlement; it shall take into account the relationships of the company at the time of the decision-making of its general meeting. The Management Board has to provide the main shareholder with all necessary documentation and to provide information. (2) The cash settlement is from the announcement of the registration of the transfer decision in the Commercial Register to with yearly 5 Percentage points above the respective base interest rate in accordance with § 247 of the Civil Code; the assertion of further damage is not excluded. (3) Prior to the convening of the Annual General Meeting, the main shareholder has the Executive Board Declaration of an authorized person in the scope of this Act Credit institution by which the credit institution takes over the guarantee for the fulfilment of the obligation of the principal shareholder, the minority shareholder, after the registration of the transfer decision, shall immediately set the Cash settlement for the surpassed shares to be paid. Unofficial table of contents

§ 327c Preparation of the Annual General Meeting

(1) The publication of the transfer as an item on the agenda shall contain the following information:

1.

Company and registered office of the main shareholder, natural persons name and address;

2.

the cash settlement defined by the main shareholder.

(2) The main shareholder shall report to the Annual General Meeting a written report setting out the conditions for the transfer and explaining and justifies the appropriateness of the cash settlement. The appropriateness of the cash settlement shall be considered by one or more expert auditors. They shall be selected and appointed by the court at the request of the principal shareholder. § 293a (2) and (3), § 293c (1) sentences 3 to 5, (2) and § § 293d and 293e are to be applied in a reasonable way. (3) From the convening of the Annual General Meeting to be interpreted in the business space of the company for the purpose of the shareholders ' view

1.

the draft transfer decision;

2.

the annual accounts and annual reports for the last three financial years;

3.

the report of the main shareholder pursuant to the first sentence of paragraph 2;

4.

the audit report issued in accordance with the second sentence of the second sentence of paragraph 2.

(4) On request, a copy of the documents referred to in paragraph 3 shall be issued without delay and free of charge to any shareholder. (5) The obligations under paragraphs 3 and 4 shall not apply if the documents referred to in paragraph 3 are the same for the same Period of time available on the website of the company. Unofficial table of contents

§ 327d Implementation of the Annual General Meeting

The documents referred to in § 327c (3) shall be made available at the Annual General Meeting. The Board of Management may give the main shareholder the opportunity to explain orally the draft of the transfer decision and the assessment of the amount of the cash settlement at the beginning of the trial. Unofficial table of contents

Section 327e Registration of the transfer decision

(1) The Management Board shall notify the transfer decision for entry in the Commercial Register. The application shall be accompanied by the minutes of the transfer decision and its annexes in copy or in a publicly certified copy. (2) § 319 (5) and (6) shall apply mutatily. (3) By registering the transfer decision in the Commercial registers shall pass all shares of minority shareholders to the principal shareholder. If stock certificates are issued via these shares, they shall only be entitled to cash settlement until they are handed over to the principal shareholder. Unofficial table of contents

Section 327f Judicial verification of severance pay

The appeal of the transfer decision cannot be based on Section 243 (2) or on the fact that the cash settlement established by the principal shareholder is not appropriate. If the cash settlement is not appropriate, the court determined in § 2 of the Spruch Procedure Act shall determine the appropriate cash payment on request. The same shall apply if the principal shareholder has not offered a cash settlement or has not offered them properly and any action based on this has not been collected, withdrawn or rejected in a legally binding manner within the time limit for the time of challenge.

Fifth Part
Mutually participating companies

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§ 328 Restriction of rights

(1) If a public limited company or a limited partnership is based on shares and another company is a member of a company involved, then, as soon as the company has become aware of the existence of the mutual participation, or if it has become known to it, the other company has made a notification pursuant to § 20 (3) or § 21 (1), rights from the shares which belong to it in the other company shall be exercised only for at most the fourth part of all the shares of the other company. This does not apply to the right to new shares in the event of a capital increase from company funds. § 16 (4) is to be applied. (2) The restriction of paragraph 1 shall not apply if the company in turn had made a notification pursuant to Article 20 (3) or section 21 (1) to the other company before it has received such a notice from the other company (3) In the Annual General Meeting of a listed company, a company which is aware of the mutual participation referred to in paragraph 1 may be informed of the existence of a mutual participation in the company's annual general meeting. shall not exercise its right to vote in the Supervisory Board for the election of members. (4) Are a A joint stock company or a limited partnership on shares and another undertaking shall have to inform each other in writing of the amount of their shareholding and any changes to each other.

Sixth Part
Accounting in the Group

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§ § 329 to 336 ----

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§ 337

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Section 338

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Fourth book
Special, penal and final provisions

Part one
Special provisions for the participation of local authorities

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Section 394 Reports of the members of the Supervisory Board

Members of the Supervisory Board who have been elected or dispatched to the Supervisory Board at the instigation of a local authority shall not be subject to a duty of confidentiality in respect of the reports which they have to report to the local authority. This shall not apply to confidential information and secrets of the company, including operational or commercial secrets, if its knowledge is not relevant for the purposes of the reports. Unofficial table of contents

§ 395 Duty of Confidentiality

(1) Persons responsible for managing the holdings of a local authority or for a local authority, the operation of the local authority as a shareholder, or the activities of the local authority, on the initiative of the To examine elected or posted members of the Supervisory Board, have confidential information and secrets of the company, including business secrets, which have been disclosed to them by reports in accordance with § 394. Not to be kept silent; this shall not apply to communications in the service Traffic. (2) In the publication of examination results, confidential information and secrets of the company, including business secrets, may not be published.

Part two
Judicial resolution

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Section 396 Conditions

(1) If a public limited company or a limited company shares the common good on shares due to the unlawful conduct of its administrative institutions, the Supervisory Board and the General Meeting do not ensure that the administrative bodies are convened, according to the company may, at the request of the competent national authority of the country in which the company has its registered office, be dissolved by judgment. Only responsible for the action is the District Court, in whose district the company has its registered office. (2) After the dissolution, the settlement shall take place in accordance with § § 264 to 273. The application for the revocation or appointment of the winders for an important reason may also constitute the authority designated in the first sentence of paragraph 1. Unofficial table of contents

Section 397 Orders in resolution

If the resolution is brought up, the court may, at the request of the authority determined in § 396 (1) sentence 1, make the necessary orders by means of a preliminary injunctions. Unofficial table of contents

Section 398 Registration

Decisions of the Court of First Instance shall be notified to the Register Court. It shall enter it in the commercial register, insofar as it relates to legal relationships subject to the conditions of the agreement.

Part Three
Criminal and penal rules. Final provisions

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§ 399 Wrong Information

(1) With a custodial sentence of up to three years or a fine shall be punished, who

1.

as a founder or as a member of the Executive Board or of the Supervisory Board for the purpose of registering the company with the acquisition of the shares, the deposit on shares, the use of paid-in amounts, the amount of the shares, on special benefits, Initial expenses, contributions in kind and in kind or in the insurance to be issued in accordance with section 37a (2),

2.

as a founder or as a member of the Management Board or of the Supervisory Board in the Founding Report, in the Post-Founding Report or in the audit report,

3.

in the public announcement according to Article 47 (3),

4.

as a member of the Executive Board or of the Supervisory Board for the purpose of registering an increase in the share capital (§ § 182 to 206) on the introduction of the previous, the drawing or introduction of the new capital, the issue amount of the shares, the issue the reference shares, in kind, in the contract notice pursuant to § 183a (2) sentence 1 in conjunction with section 37a (2) or in the insurance to be issued pursuant to § 184 (1) sentence 3,

5.

as a winder for the purpose of registering the continuation of the company in the proof referred to in Article 274 (3), or

6.

as a member of the Executive Board of a public limited liability company or of the governing body of a foreign legal person in the insurance to be issued pursuant to § 37 (2) sentence 1 or section 81 (3) sentence 1 or as an unwinder in the insurance referred to in § 266 (3) sentence 1 insurance to be issued

(2) Likewise, it shall be punished who, as a member of the Executive Board or of the Supervisory Board, for the purpose of registering an increase in the share capital, the declaration of the -Truth surrenders. Unofficial table of contents

§ 400 Inaccurate representation

(1) A custodial sentence of up to three years or a fine shall be punishable as a member of the Executive Board or of the Supervisory Board or as an unwinding person.

1.

the conditions of the company, including its relations with affiliated undertakings, in representations or overviews of the asset, in the form of lectures or information held at the general meeting, are unproperly redefined or disguised if the Is not punishable by penalty in Section 331 (1) or (1a) of the Commercial Code; or

2.

in declarations or evidence which, in accordance with the provisions of this Act, are to be given to an auditor of the company or of a related undertaking, makes false information or inaccurately reflects the circumstances of the company, or disguised, if the deed is not punishable by punishment in Section 331 (4) of the Commercial Code.

(2) Likewise, it shall be punished who, as the founder or shareholder, in reconnations or evidence which is to be given to a founder or other auditor in accordance with the provisions of this law, makes false statements or conceals significant circumstances. Unofficial table of contents

§ 401 Compulsory injury in case of loss, over-indebtedness or insolvency

(1) A term of imprisonment of up to three years or a fine shall be punished for who, as a member of the Board of Management, shall refrain from convening the Annual General Meeting in the event of a loss of half of the share capital in the event of a loss equal to half of the share capital (2) If the perpetrator is negligent, the penalty shall be a custodial sentence of up to one year or a fine. Unofficial table of contents

§ 402 Incorrect issuing of credentials

(1) Any person who is to serve as proof of the right to vote at a general meeting or in a separate assembly shall be misplaced or falsified, shall be punished with imprisonment of up to three years, or a fine if the (2) It is also punishable who makes use of a false or falsified certificate of the kind referred to in paragraph 1 in order to exercise the right to vote. (3) The trial is punishable. Unofficial table of contents

Section 403 Violation of reporting obligations

(1) A custodial sentence of up to three years or a fine shall be punishable by a person who, as an auditor or as an assistant to an examiner, misreports on the outcome of the examination or conceals significant circumstances in the report. (2) If the offender is in charge of payment or in order to enrich himself or another person or to harm another person, the penalty shall be punishable by imprisonment of up to five years or a fine. Unofficial table of contents

Section 404 Violation of the obligation of confidentiality

(1) With a custodial sentence of up to one year, in the case of listed companies up to two years, or punishable by a fine, who is a secret of the company, in particular an operating or business secret, which he/she has in his capacity as a

1.

Member of the Board of Management or of the Supervisory Board or Abwinders,

2.

Auditor or assistant of an examiner

In the case of point 2, however, only if the act is not punishable by penalty in Section 333 of the Commercial Code. (2) If the offender is against payment or in order to enrich himself or another person, or if he/she is not in danger of being treated with a criminal offence, the author is not guilty of any other offence or punishment. The sentence is punishable by a sentence of imprisonment of up to two years, in the case of listed companies up to three years, or a fine. Likewise, it shall be punished for the unauthorised use of a secret of the nature referred to in paragraph 1, in particular an operational or commercial secret which has become known to him under the conditions laid down in paragraph 1. (3) The act shall be punished only at the request of the Society persecuted. If a member of the Executive Board or an unwinder has committed the act, the Supervisory Board shall, if a member of the Supervisory Board has committed the act, the Management Board or the Dewinders shall be entitled to apply. Unofficial table of contents

§ 405 Administrative Offences

(1) Contrary to the law, who acts as a member of the Executive Board or of the Supervisory Board or as an unwinding

1.

Issue registered shares in which the amount of the partial performance is not specified, or issue bearer shares before the amount of the expenditure is fully paid,

2.

Shares or intermediate notes shall be issued before the company or in the event of a capital increase the implementation of the increase in the share capital or in the case of a conditional capital increase or a capital increase from the company's resources of the decision on the conditional capital increase or on the capital increase from company funds,

3.

Shares or bills which are denominated in less than the minimum nominal amount permitted under section 8 (2) sentence 1 or on which a smaller amount of the share capital in the case of a company with no-par value shares than that pursuant to section 8 (3) the minimum permissible amount shall be deleted; or

4.

a)

, contrary to § 71 (1) (1) to (4) or (2) own shares of the company acquires or, in connection with Section 71e (1), takes as a deposit,

b)

does not offer own shares to be divested (§ 71c (1) and (2)); or

c)

The measures necessary to prepare the decision on the confiscation of treasury shares (Section 71c (3)) do not apply.

5.

(dropped)

(2) An administrative offence also acts as a shareholder or as a representative of a shareholder who does not make the information to be included in the list pursuant to § 129, or does not make it correct. (2a) The contrary is in breach of § 67 (4) sentence 2, also in connection with the with sentence 3, a notice not or not correct. (3) Contrary to the law, who is responsible for the

1.

Shares of another person, for whose representation he is not authorized, without his consent to exercise rights in the Annual General Meeting or in a separate assembly,

2.

in the exercise of rights in the general meeting or in a separate meeting of shares of another which, for that purpose, has been given special advantages by granting or delivering promises;

3.

shares for the purpose referred to in point 2 against the granting or promise of special benefits to another;

4.

use shares of another person for which he or he may not exercise the right to vote in accordance with Section 135, to exercise the right to vote,

5.

Shares for which he or his representatives may not exercise the right to vote pursuant to § 20 (7), § 21 (4), § 71b, 71d sentence 4, § 134 (1), § 135, 136, 142 (1) sentence 2, section 285 (1), another for the purpose of exercising the voting rights or such shares are used for the exercise of the right to vote,

6.

-calls for special advantages in return for them to be promised or assumed that they do not agree or in a certain sense in a vote at the Annual General Meeting or in a separate meeting; or

7.

offer special advantages in return for this purpose, promise or grant that someone will not vote or in a particular sense in a vote at the Annual General Meeting or in a separate assembly.

(3a) Administrative offences are those who are intentional or reckless.

1.

Contrary to Section 121 (4a) sentence 1, even in conjunction with Section 124 (1) sentence 3, the convocation is not, not correct, not fully or insufficiently, or not in good time, or

2.

Contrary to § 124a, does not provide information, is not correct or is not fully accessible.

(4) The administrative offence can be punished with a fine of up to twenty-five thousand euros. Unofficial table of contents

§ 406 (omitted)

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Section 407 Periodic Penalty Payments

(1) Executive Board members or unwinders, Section 52 (2) sentences 2 to 4, § 71c, § 73 (3) sentence 2, § § 80, 90, 104 (1), § 111 para. 2, § 145, § 170, 171 para. 3 or para. 4 sentence 1 in conjunction with paragraph 3, § 175, 179a para. 2 sentence 1 to 3, 214 para. 1, § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § § 248a, 259 (5), § 268 (4), § 270 (1), § 273 (2), § 293f, 293g (1), § 312 (1), § 313 (1), § 314 (1)) are not to be complied with by the Register Court by the fixing of penalty payments; § 14 of the The Commercial Code remains unaffected. The individual penalty payment may not exceed the sum of five thousand euros. (2) The registrations for the commercial register pursuant to § § 36, 45, 52, 181 (1), § 184, 188, 195, 210, 223, 237 (4), § 274, 294 (1), § 319 (3) shall be determined by fixing the amount of the individual penalty payment. not forced by coercive money. Unofficial table of contents

§ 408 criminality of personally liable partner of a limited partnership on shares

§ § 399 to 407 shall apply mutatily to the Kommanditgesellschaft auf Aktien. Insofar as they concern members of the Management Board, they shall apply to shares for the personally liable partners of the Kommanditgesellschaft. Unofficial table of contents

§ 409 Validate in Berlin

This law applies in accordance with Section 13 (1) of the Third Transfer Act of 4 January 1952 (Bundesgesetzbl. I p. 1) also in the Land of Berlin. Legal orders issued pursuant to this Act shall apply in the Land of Berlin pursuant to Section 14 of the Third Transfer Act. Unofficial table of contents

Section 410 Entry into force

This Act shall enter into force on 1 January 1966.