Acceptance periods; convening of the general meeting

(1) The period for acceptance of the offer (acceptance period) must not be less than four weeks and, without prejudice to the provisions of section 21(5) and section 22(2), not more than ten weeks. The acceptance period begins with the publication of the offer document under section 14(3), first sentence.
(2) In the case of a takeover offer, the shareholders of the target company who did not accept the offer may accept the offer within two weeks after the publication named in section 23(1), first sentence, no. 2 (additional acceptance period). The first sentence does not apply where the offeror made the offer conditional on the acquisition of a minimum proportion of the shares and that minimum proportion was not reached by the end of the acceptance period.
(3) Where, in connection with the offer, a general meeting of the target company is convened after publication of the offer document, the acceptance period is, without prejudice to the provisions of section 21(5) and section 22(2), ten weeks from publication of the offer document. The management board of the target company must notify the offeror and BaFin without delay of the convening of the target company's general meeting. The offeror must publish the notification under the second sentence without delay in the Federal Gazette, stating the expiry of the acceptance period. It must notify BaFin without delay of the publication.
(4) The general meeting under subsection (3) must be convened at least 14 days before the meeting. The day of convening is not to be counted. Section 121(7) of the Stock Corporation Act applies accordingly. By way of derogation from section 121(5), first and second sentences of the Stock Corporation Act and any provisions of the articles of association, the company is free in choosing the venue of the meeting. Where the period under section 123(1) of the Stock Corporation Act is undercut, there must be at least four days between registration and the meeting, and notifications under section 125(1), first sentence of the Stock Corporation Act must be made without delay; section 121(7), section 123(2), fourth sentence and section 125(1), second sentence of the Stock Corporation Act apply accordingly. The company must, as far as possible under statute and the articles of association, facilitate the granting of proxies by shareholders. Notifications to shareholders, a report under section 186(4), second sentence of the Stock Corporation Act, and shareholders' motions submitted in time must be made accessible to all shareholders and made known in summary form. The sending of notifications may be dispensed with where the management board, with the consent of the supervisory board, is satisfied that timely receipt by shareholders is not probable.