(1) The voting right is exercised based on the nominal amounts of the shares of stock, and in the case of no-par-value shares based on their number. In the event that a stockholder owns several shares of stock, the by-laws of an unlisted company may limit the voting right by specifying a maximum amount or a set of threshold amounts. Furthermore, the by-laws may determine that those shares of stock are to be counted as belonging to the stockholder that belong to some other party for the stockholder’s account. In the case of the stockholder being an enterprise, the by-laws may further determine that those shares of stock are to be counted as shares of stock belonging to the stockholder that belong to an enterprise controlled by the stockholder or an enterprise controlling the stockholder or an enterprise affiliated with the stockholder in a group of companies, or that belong to a third party for the account of such enterprises. The restrictions may not be imposed for individual stockholders. The restrictions are not to be taken into account in calculating a majority ratio of capital required by law or the by-laws.
(2) The voting right commences upon the contribution having been made in full. Where the value of a hidden contribution in kind does not correspond to the value set out in section 36a (2) sentence 3, this does not conflict with the commencement of the voting right; this does not apply to obvious differences in value. The by-laws may stipulate that the voting right commences upon the statutory minimum contribution having been made, or whichever higher minimum contribution is specified in the by-laws. In such event, making the minimum contribution grants one vote; in the case of higher contributions, the proportion of votes is governed by the amount of the contributions made. Where the by-laws do not stipulate that the voting right commences prior to the contribution having been made in full, and where the contribution has not yet been made in full for any share of stock, the proportion of votes is governed by the amount of the contributions made; in this context, making the minimum contribution grants one vote. Fractions of votes are to be taken into account in these cases only insofar as they result in full votes for the stockholder entitled to vote. The by-laws may not make any provisions pursuant to this subsection for individual stockholders or for individual classes of stock.
(3) The voting right may be exercised by an authorised representative. Where the stockholder authorises more than one person, the company may refuse to accept one or several of these proxies. The granting of the power of attorney, its revocation and the proof regarding the authorisation to be submitted to the company all must be in text form, unless stipulated otherwise in the by-laws or in the invitation convening the general meeting based on an authorisation set out in the by-laws, and unless eased requirements have been established in the case of listed companies. At a minimum, the listed company is to offer a means of electronic communication for transmitting proof. Where representatives exercising voting rights who have been named by the company are authorised, the company is to keep a verifiable record of the declaration of power of attorney for three years; section 135 (5) applies accordingly.
(4) The by-laws govern the form in which the voting right is exercised.