(1) The division and takeover agreement or its draft at a minimum must set out the following information:
1. the names or the business names and the seats of the legal entities involved in the division;
2. the agreement as to the transfer of the parts of the assets of the legal entity transferring said assets, in each case as a whole, in return for shares in the acquiring legal entities being allotted, or memberships in same being granted;
3. in the case of full divisions and partial divisions: the share exchange ratio and, if applicable, the amount of the additional cash payment, or information regarding the membership in the acquiring legal entities;
4. in the case of full divisions and partial divisions: the details regarding the allotment of the shares in the acquiring legal entities, or details concerning the acquisition of membership in the acquiring legal entities;
5. the point in time from which said shares or memberships will grant an entitlement to a portion of the net income for the year, as well as any special conditions affecting that entitlement;
6. the point in time from which the actions taken by the legal entity being acquired will be deemed to have been taken for the account of each of the acquiring legal entities (cut-off date for the division);
7. the rights conferred by the acquiring legal entities upon individual holders of shares as well as upon the holders of special privileges, such as shares without voting rights, preferred stock, multiple voting stock, debt securities, and participatory rights, or the measures intended for these persons;
8. any special advantage granted to a member of a representative body or of a supervisory body of the legal entities involved in the division, to a managing shareholder, a partner, an auditor, or an auditor responsible for auditing the division;
9. the exact designation and distribution of the items making up the assets and liabilities that are transferred to each of the acquiring legal entities, as well as the exact designation and allocation of the businesses or parts of businesses that will devolve upon the acquiring legal entities, assigning such items in each case to the respective acquiring legal entities;
10. in the case of full divisions and partial divisions: the distribution of the shares or memberships in each of the legal entities involved among the holders of shares in the legal entity being acquired, as well as the measure applying to such distribution;
11. the implications of the division for the employees and the bodies representing them, as well as the measures intended to be taken in that regard.
(2) Insofar as, in the case of singular succession, the general provisions have determined a particular manner of designating the items to be transferred, these provisions will also apply to the designation of the items making up the assets and liabilities (subsection (1) no. 9). Section 28 of the Land Register Ordinance (Grundbuchordnung – GBO) is to be complied with. In all other cases, reference may be made to deeds such as balance sheets and inventory lists, the content of which allows the individual item to be properly assigned; said deeds are to be attached as annexes to the division and takeover agreement.
(3) At the latest one month prior to the date of the assembly of the holders of shares in each legal entity involved, such assembly to adopt a resolution regarding the consent to the division and takeover agreement as set out in section 125 read in conjunction with section 13 (1), the agreement, or its draft, is to be forwarded to the works council respectively competent within this legal entity.