(1) The general meeting may adopt a resolution to increase the capital stock that is to be implemented only insofar as a right of exchange or pre-emptive right to newly issued shares of stock is utilised (conditional capital increase) to which the company is itself entitled or which it grants with regard to the new shares of stock (shares of a new issue).
(2) The conditional capital increase as a rule is to be resolved upon only for the following purposes:
1. in order to grant rights of exchange or pre-emptive rights to newly issued shares of stock based on convertible bonds;
2. in order to prepare for the merger of several enterprises;
3. in order to grant to the company’s employees and members of its management, or to those of an affiliated enterprise, pre-emptive rights to newly issued shares of stock by way of adopting a resolution granting consent or authorisation.
(3) The nominal amount of the contingent capital may not exceed 60 per cent, and the nominal amount of the capital resolved upon pursuant to
1. subsection (2) no. 1 may not exceed half,
2. subsection (2) no. 3 may not exceed 20 per cent
of the capital stock that is available at the time the resolution regarding the conditional capital increase is adopted. Section 182 (1) sentence 5 applies accordingly. Sentence 1 does not apply to a conditional capital increase pursuant to subsection (2) no. 1 that is resolved upon solely for the purpose of allowing the company to perform an exchange to which it is entitled in the event of its impending inability to pay its debts as they fall due or for the purpose of averting an over-indebtedness. Where the company is an institution within the meaning of section 1 (1b) of the Banking Act, sentence 1 furthermore does not apply to a conditional capital increase pursuant to subsection (2) no. 1 that is resolved upon for the purpose of allowing the company to perform an exchange in order to fulfil requirements of bank supervision provisions or requirements imposed on it for restructuring or liquidation purposes. Conditional capital to which sentence 3 or sentence 4 has application is not set off from other conditional capital.
(4) A resolution adopted by the general meeting contravening the resolution adopted as to the conditional capital increase is null and void.
(5) The provisions made below governing the pre-emptive right to newly issued shares of stock apply accordingly to the right of exchange.