(1) It may be determined in the resolution as to the increase of the capital that instead of a compensation payment being made in cash (section 255 (4)), additional shares in the company may be allotted. Section 72a (1) sentence 2 of the Transformation Act (Umwandlungsgesetz – UmwG) applies accordingly.
(2) Regarding the claim to having additional shares of stock allotted, new shares of stock that were not allotted following the registration of the capital increase in the context of a further capital increase using company funds due to the contribution having an unreasonable value are to be taken into account, as are capital reductions implemented following the registration of the capital increase without parts of the capital stock being repaid. Pre-emptive rights to newly issued shares of stock to which the entitled stockholders did not have a claim in the context of a further capital increase in return for contributions implemented following the registration of the capital increase due to the contribution being unreasonably low are to be allotted to the entitled stockholders retroactively. The entitled stockholders must exercise their pre-emptive right to newly issued shares of stock under sentence 2 vis-à-vis the company within one month of the decision by the court having become final and binding (section 11 (1) of the Act on Valuation Proceedings under Corporate Law).
(3) Instead of additional shares of stock, compensation is to be provided to entitled stockholders by an additional payment in cash as provided for in section 255 (4) to (7)
1. in order to provide compensation for indivisible residual amounts or
2. if it has become impossible to allot additional shares of stock.
(4) Instead of additional shares of stock, those stockholders who have left the company on the occasion of a measure altering the structure of the company taken after the registration of the capital increase are to be provided indemnification in money, taking account of the settlement payment to be granted by the company.
(5) In addition to allotting additional shares of stock, the entitled stockholders are to be provided indemnification in money for profits or for the appropriate compensation defined in section 304 of the present Act, insofar as these profits have not been distributed or the appropriate compensation has not been provided due to the contribution being unreasonably low.
(6) Section 255 (5) to (7), to the exception of subsection (6) sentence 1, is to be applied accordingly. Claims to an indemnification in money in accordance with subsections (3) and (4) are to accrue interest in accordance with section 255 (6) sentence 1 from that point in time onwards at which the settlement payment or the claim to distribution of profits or the recurrent performance would have fallen due. In the cases governed by section 255b, the interest payment period ends as soon as the trustee has received the shares of stock, the additional payment in cash or the indemnification in money as provided for in section 255b (3).
(7) The company bears the risk of procuring the shares of stock to be allotted additionally.