(1) Each stockholder must be allotted, upon their having made the corresponding demand, a portion of the new shares of stock corresponding to their portion of the current capital stock. A time limit is to be determined of at least two weeks within which the pre-emptive right to newly issued shares of stock is to be exercised.
(2) The management board is to give notice, in the company’s publications of record, of the issue price or the basis it has used to set said issue price and, concurrently, a subscription period pursuant to subsection (1) and is to transmit same pursuant to section 67a. Where only the basis on which the issue price has been set is published, the management board is to give notice of the issue price in the company’s publications of record and via an electronic information medium, doing so at the latest three days prior to expiry of the subscription period.
(3) The pre-emptive right to newly issued shares of stock may be precluded, in its entirety or in part, only in the resolution adopted as to the increase of the capital stock. In this case, besides needing to meet the requirements set out in the law or in the by-laws for the capital increase, the resolution requires a majority comprising, at a minimum, three quarters of the capital stock represented at the time of its adoption. The by-laws may stipulate a greater majority ratio of capital and may impose further requirements. Precluding the pre-emptive right to newly issued shares of stock is permissible in particular in those cases in which the capital increase in return for contributions in cash does not exceed 20 per cent of the capital stock and the issue price is not significantly lower than the stock exchange price.
(4) A resolution by which the pre-emptive right to newly issued shares of stock is precluded in its entirety or in part may be adopted only if the preclusion is expressly published by due and proper notice. The management board is to make accessible to the general meeting a written report on the reason for the partial or complete preclusion of the pre-emptive right to newly issued shares of stock; the report is to cite the reasons on which the proposed issue price is based.
(5) It is not to be regarded as a preclusion of the pre-emptive right to newly issued shares of stock if, according to the resolution, the acquisition of the new shares of stock by a credit institution, a securities institution or by an enterprise pursuing activities as defined in section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the Banking Act, is to be subject to the obligation to offer the new shares of stock to the stockholders for subscription. The management board is to give notice by publication of this offer for subscription together with the particulars stated in subsection (2) sentence 1, along with a final issue price pursuant to subsection (2) sentence 2; the same applies if it is intended that the acquisition of the new shares of stock by a different party than a credit institution, securities institution or enterprise within the meaning of sentence 1 is to be subject to the obligation to offer them to the stockholders for subscription.