(1) Related party transactions are legal transactions or measures
1. by which an object or some other asset is transferred or permission for its use is granted, for monetary consideration or without such monetary consideration, and
2. that are entered into with related parties as defined in sentence 2.
Related parties are related enterprises or persons within the meaning of the international accounting standards that have been adopted, in each case as amended, by Commission Provision (EC) No. 1126/2008 of 3 November 2008 adopting certain international accounting standards in accordance with Provision (EC) No. 1606/2002 of the European Parliament and of the Council (OJ L 320 of 29 November 2008, p. 1; L 29 of 2 February 2010, p. 34), most recently amended by Commission Regulation (EU) 2019/412 (OJ L 73 of 15 March 2019, p. 93). Instances in which a party refrains from acting do not constitute transactions within the meaning of sentence 1.
(2) Transactions entered into with related parties in the due course of business as an arm’s length transaction are not considered related party transactions within the meaning of sections 107 and sections 111a to 111c. In order to regularly assess whether the pre-requisites pursuant to sentence 1 are given, the listed company will institute an internal procedure from which the related parties involved in the transaction are precluded. However, the by-laws may determine that sentence 1 is not to be applied.
(3) Furthermore, the following are not considered related party transactions within the meaning of sections 107 and sections 111a to 111c:
1. transactions with subsidiary undertakings within the meaning of the international accounting standards adopted by Commission Provision (EC) No. 1126/2008, the shares of stock in which are held directly or indirectly at 100 per cent by the company, or in which no other related party of the company has an interest, or that have their seat in a Member State of the European Union and the shares of stock of which are admitted to trading on a regulated market located in a Member State or operated there within the meaning of Article 4 (1) no. 21 of the Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173 of 12 June 2014, p. 349; L 74 of 18 March 2015, p. 38; L 188 of 13 July 2016, p. 28; L 273 of 8 October 2016, p. 35; L 64 of 10 March 2017, p. 116; L 278 of 27 October 2017, p. 56), last amended by Directive (EU) 2016/1034 (OJ L 175 of 30 June 2016, p. 8);
2. transactions requiring the consent or authorisation by the general meeting;
3. all of the transactions entered into and measures taken by way of implementing consents or authorisations granted by the general meeting, in particular
a) measures serving the procurement of capital or serving the reduction of capital (sections 182 to 240), inter-company agreements (sections 291 to 307) and transactions on the basis of such an agreement,
b) the transfer of the entire assets of the company pursuant to section 179a,
c) the purchase of treasury shares of stock pursuant to section 71 (1) nos. 7 and 8, clause preceding sentence 2,
d) agreements of the company with founders within the meaning of section 52 (1) sentence 1,
e) the expulsion of minority stockholders pursuant to sections 327a to 327f as well as
f) transactions performed in the context of a transformation within the meaning of the Transformation Act;
4. transactions concerning the remuneration granted or owed to the members of the management board or supervisory board in accordance with section 113 (3) or section 87a (2);
5. transactions of credit institutions or securities institutions that were ordered or endorsed by the competent authority in order to safeguard their stability;
6. transactions offered to all stockholders at the same terms.