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Part 4 · Constitution of the stock corporation  ›  Division 4 · General meeting › Section 123

Time limit, registration for the general meeting, proof

(1) The general meeting is to be convened at the latest 30 days prior to the date set for it. The date on which the general meeting is convened is not to be included in calculating the time limit.

(2) The by-laws may make participation in the general meeting or the exercise of the voting right contingent on the stockholders registering prior to the general meeting. The company must receive the registration at the address set out for this purpose in the invitation convening the general meeting at the latest six days prior to the general meeting. The by-laws, or the invitation convening the general meeting issued on the basis of an authorisation in the by-laws, may provide for a shorter time limit, which is to be measured in days. The date on which the registration is received is not to be included in calculating the time limit. The minimum time limit set out in subsection (1) is extended by the days of the time limit set for registration.

(3) The by-laws may determine the manner in which proof is to be submitted of the entitlement to participate in the general meeting or to exercise the voting right; in such event, subsection (2) sentence 5 applies accordingly.

(4) In the case of bearer shares of listed companies, proof pursuant to section 67c (3) will suffice. In the case of listed companies, the confirmation of shareholding pursuant to section 67c (3) is to reflect the circumstances given as per the close of business of the twenty-second day prior to the general meeting and must be received by the company, at the address set out for this purpose in the invitation convening the general meeting, at the latest six days prior to the meeting. The by-laws, or the invitation convening the general meeting issued on the basis of an authorisation in the by-laws, may provide for a shorter time limit, which is to be measured in days. The date on which the registration is received is not to be included in calculating the period. Only those parties are considered stockholders of the company in their relationship with same, in terms of their participation in the general meeting or in terms of the exercise of the voting right, who have submitted proof in this regard.

(5) In the case of registered shares of stock in listed companies, the entitlement to participate in the meeting or to exercise the voting right follows, pursuant to section 67 (2) sentence 1 from entry in the share register.

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