Competence of the general meeting; duties to inform

(1) The decision on the target transaction requires the approval of the general meeting. In the case of target transactions not carried out by way of a conversion under the Transformation Act, the management board must submit the target transaction to the general meeting for approval. Section 179a(2) of the Stock Corporation Act applies accordingly. The management board of the listing shell stock corporation must submit a detailed written report explaining and giving legal and economic reasons for the target transaction, the agreement underlying the target transaction, and the appropriateness of the consideration promised to the target company in relation to the value of the target company (target transaction report). The report must also explain and give reasons for the compatibility with the criteria for the target transaction laid down in the exchange admission prospectus. Facts need not be included in the target transaction report the disclosure of which would be liable to cause not insignificant disadvantage to one of the legal entities involved or to an affiliated undertaking. In that case the report must state the reasons why the facts were not included. The obligation to give notice under section 124(3), first sentence of the Stock Corporation Act also extends to the target transaction report.
(2) In convening the general meeting, the management board must, at the company's expense, name a proxy whom shareholders may authorise in text form to exercise their voting right and to lodge an objection to the minutes at the general meeting.
(3) The resolution on the decision under subsection (1) requires a majority of three quarters of the share capital represented at the vote. The voting right of the initiators within the meaning of section 44(6) is excluded in that regard.