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Part 3 · Legal relationships of the company and of the shareholders › Section 68

Transfer of registered shares of stock. Restrictions on transferability

(1) Registered shares of stock may also be transferred by endorsement. Articles 12, 13 and 16 of the Bills of Exchange Act (Wechselgesetz – WG) apply accordingly as regards the form of the endorsement, the legitimisation of the holder and their obligation to surrender.

(2) The by-laws may make the transfer contingent upon consent being granted by the company. Such consent is to be granted by the management board. However, the by-laws may stipulate that the supervisory board or the general meeting is to adopt a resolution on whether or not to grant consent. The by-laws may specify the reasons for which consent may be refused.

(3) In the case of transfers by endorsement, the company is under obligation to review whether the sequence of endorsements corresponds to formal and regulatory requirements; however, the company is not under obligation to review the signatures.

(4) The above provisions apply accordingly to temporary share certificates.

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