(1) The general meeting is to be convened in the cases determined by law and in the by-laws, as well as whenever the best interests of the company so require.
(2) The general meeting is convened by the management board, which adopts a resolution in this regard by a simple majority of the votes cast. Persons entered in the Commercial Register as members of the management board are considered to have authority. The right of other persons to convene the general meeting as stipulated by law or in the by-laws remains unaffected.
(3) The invitation convening the general meeting must set out the business name of the company, its seat, as well as the time and place of the general meeting. Moreover, the agenda is to be provided. In the case of listed companies, the management board or, in cases in which the supervisory board convenes the general meeting, the supervisory board is to provide the following information in the invitation convening the general meeting:
1. the pre-requisites for participating in the meeting and exercising the voting right as well as, if applicable, the record date pursuant to section 123 (4) sentence 2 and its significance;
2. the procedure for votes to be cast
a) by an authorised representative, with reference being made to the forms to be used for granting a power of attorney to exercise voting rights and to the manner and form in which it is possible to electronically transmit proof to the company regarding the appointment of an authorised representative, as well as
b) by absentee ballot or by way of electronic communication pursuant to section 118 (1) sentence 2 insofar as the by-laws provide for a corresponding form of exercising the voting right;
3. The rights of the stockholders pursuant to section 122 (2), section 126 (1), as well as sections 127 and 131 (1); the information may be restricted to the time limits set for exercising the rights if the invitation convening the general meeting otherwise makes reference to further explanations made available on the company’s website;
4. The website of the company on which the information pursuant to section 124a is accessible.
(4) Notice of the invitation convening the general meeting is to be given in the company’s publications of record. Where the stockholders of the company are known by name, the general meeting may be convened by registered letter unless stipulated otherwise in the by-laws; the date on which the invitation is posted is considered the date of the notice. The notification of the parties entered in the share register is sufficient.
(4a) In the case of listed companies that have not issued exclusively registered shares of stock or that do not directly send the invitation convening the general meeting to the stockholders pursuant to subsection (4) sentence 2, the invitation convening the general meeting is to be forwarded, at the latest as per the time of the notice, to such media for publication regarding which it can be assumed that they will disseminate the information in the entire European Union.
(4b) In the case of the virtual general meeting, the invitation convening the general meeting also must state how stockholders and their authorised representatives can participate in the general meeting by electronic means. Additionally, the invitation convening the general meeting is to indicate that a physical presence of the stockholders and their authorised representatives at the place at which the general meeting will be held is ruled out. In the case of the virtual general meeting of listed companies, information on the procedure for votes to be cast is to be provided, in derogation from subsection (3) sentence 3 no. 2 letter (b), by way of electronic communication. Moreover, in the case of these companies, reference additionally is to be made to section 126 (4) and, if the management board avails itself of the option provided for under section 131 (1a) sentence 1, additionally to section 131 (1a) to (1f), as well as the fact that the report by the management board or its substantial content will be made accessible in accordance with section 118a (1) sentence 2 no. 5.
(5) Unless stipulated otherwise in the by-laws, the general meeting as a rule is to be held at the seat of the company. Where the shares of stock in the company are admitted to trading on the regulated market at a German stock exchange, then, unless stipulated otherwise in the by-laws, the general meeting also can be held at the seat of the stock exchange. In the case of the virtual general meeting, sentences 1 and 2 do not apply.
(6) Where all stockholders are present in person or represented by proxies, the general meeting may adopt resolutions without adhering to the provisions of the present subdivision insofar as no stockholder objects to the adoption of the resolution.
(7) In the case of time limits and deadlines that are counted back from the date of the general meeting, the date of the general meeting itself is not to be counted. Rescheduling the general meeting from a Sunday, a Saturday or a holiday to a preceding or subsequent business day is not an available option. Sections 187 to 193 of the Civil Code are not to be applied accordingly. In the case of unlisted companies, the by-laws may provide for a different calculation of the time limit.