(1) Where it is intended to merge shares of stock by way of being exchanged, by stamping the share certificates or by some other procedure, in order to implement the reduction of the capital stock, the company may declare invalid those shares of stock, the certificates of which were not produced to it in spite of a corresponding call having been made. The same applies to share certificates that have been produced in a number below the number required for the replacement by new share certificates and that are not available to the company to be realised for the account of the parties involved.
(2) The call to produce the share certificates is to include a warning that they may otherwise be invalidated. The invalidation is subject to the pre-requisite of notice of the call having been given by publication in the manner stipulated in section 64 (2) for the period of grace. The invalidation will be effected by notice in the company’s publications of record. The notice is to designate the invalidated shares of stock such that it is readily apparent from the notice whether or not a share of stock has been invalidated.
(3) The company is to sell the new shares to be issued by way of replacing the invalidated shares without undue delay for the account of the parties involved at the stock exchange price and, should no stock exchange price exist, the company is to sell the shares of stock at public auction. If a public auction at the company’s seat does not hold out reasonable prospects of success, the shares of stock are to be sold at a suitable location. Notice of the time and location of the sale at public auction as well as the items to be sold at same is to be given by publication. The parties involved are to be notified separately; such notification may be forgone if it is not expedient. The notice by publication must be made and the notification must be issued no later than two weeks prior to the sale at public auction. The proceeds are to be paid out to the parties involved or, should a right to deposit exist, to be so deposited.