(1) The by-laws may provide, or may grant authority to the management board to provide, that the meeting is held without the stockholders or their authorised representatives being physically present at the place at which it is being held (virtual general meeting). Where a virtual general meeting is held, the following pre-requisites are to be met:
1. the entire meeting is transmitted in video and audio form,
2. it is possible for stockholders to exercise their voting right by way of electronic communication, namely by their participating by electronic means or by casting an absentee ballot by electronic means, as well as by way of granting a power of attorney,
3. the stockholders participating in the meeting by electronic means are granted the right to propose motions and to make nominations by way of video communication technology at the meeting,
4. the stockholders are granted a right to seek information in accordance with section 131 by way of electronic communication,
5. if the management board avails itself of the option provided for under section 131 (1a) sentence 1, then the report by the management board or its substantial content will be made accessible to the stockholders by no later than seven days prior to the general meeting,
6. the stockholders are granted the right to submit statements in accordance with section 130a (1) to (4) by way of electronic communication,
7. the stockholders participating in the meeting by electronic means are granted a right to speak at the general meeting by means of video communication technology in accordance with section 130a (5) and (6),
8. the stockholders participating in the meeting by electronic means are granted a right to lodge an objection against a resolution adopted by the general meeting by way of electronic communication.
Section 121 (7) applies to the calculation of the time limit defined in sentence 2 no. 5; in the case of listed companies, the report is to be made accessible via the company’s website. Section 118 (1) sentence 3 and 4 as well as section 67a (2) sentence 1 and (3) apply accordingly.
(2) As a rule, the members of the management board are to attend the general meeting at the place at which it is being held. The same applies to the members of the supervisory board unless they may participate by means of video and audio transmission, as provided for by section 118 (3) sentence 2. The person chairing the meeting and, in the cases governed by section 176 (2) sentence 1 and 2, the statutory auditor are to attend the general meeting at the place at which it is being held. A representative exercising voting rights who has been named by the company in accordance with section 134 (3) sentence 5 can attend the general meeting at the place at which it is being held.
(3) A provision of the by-laws as per subsection (1) sentence 1 according to which virtual general meetings may be held must be limited in time. Holding virtual general meetings may be provided for by such a provision for a maximum period of five years following the company’s entry in the Commercial Register.
(4) An authorisation of the management board by the by-laws as per subsection (1) sentence 1 to provide for virtual general meetings to be held must be limited in time. It can be granted for a maximum period of five years following the company’s entry in the Commercial Register.
(5) If provisions or authorisations as per subsection (1) sentence 1 are made or granted by amending the by-laws, then
1. the provision may provide for virtual general meetings to be held up to a maximum period of five years following the entry of the amendment of the by-laws in the Commercial Register, and
2. the authorisation can be granted to the management board for a maximum period of five years following the entry of the amendment of the by-laws in the Commercial Register.
(6) Where this Act or some other act provides that documents are to be made accessible at the general meeting, the documents are to be made accessible to the stockholders who are participating in the general meeting by electronic means for the duration of the meeting via the company’s website or via a third-party website that can be accessed via the company’s website.