(1) Bonds entailing a right of exchange or pre-emptive right to newly issued shares of stock that is conferred on creditors or on the company (convertible bonds), and bonds entailing a connection of the rights of creditors with the stockholders’ participation in the profits (income bonds) may only be issued based on a resolution adopted by the general meeting. The resolution requires a majority of at least three quarters of the capital stock represented at the time of its adoption. The by-laws may stipulate a different majority ratio of capital and may impose further requirements. Section 182 (2) applies.
(2) An authorisation of the management board to issue convertible bonds may be granted for a maximum period of five years. The management board and the chairperson of the supervisory board are to deposit with the Commercial Register the resolution adopted as to the issuance of the convertible bonds as well as a declaration regarding their issuance. Notice of the resolution and the declaration is to be given in the company’s publications of record.
(3) Subsection (1) applies accordingly where participatory rights are conferred.
(4) The stockholders have a pre-emptive right to convertible bonds, income bonds and participatory rights. Sections 186 and 193 (2) no. 4 apply accordingly.