European breakthrough rule

(1) The articles of association of a target company may provide that subsection (2) applies.
(2) After publication of the offer document under section 14(3), first sentence, the following provisions apply: 1. during the acceptance period of a takeover offer, restrictions on the transfer of shares provided for in the articles of association or agreed between the target company and shareholders or between shareholders, do not apply as against the offeror, 2. during the acceptance period of a takeover offer, voting agreements have no effect, and multiple-voting-rights shares carry only one vote, at a general meeting resolving on defensive measures, and 3. at the first general meeting convened at the offeror's request to amend the articles of association or to decide on the composition of the company's management bodies, voting agreements and rights of nomination have no effect, and multiple-voting-rights shares carry only one vote, provided the offeror holds at least 75 per cent of the voting rights in the target company after the offer. The first sentence does not apply to non-voting preference shares, or to transfer restrictions and voting agreements agreed between the target company and shareholders or between shareholders before 22 April 2004.
(3) The management board of the target company must inform BaFin and the supervisory bodies of the states of the European Economic Area in which securities of the company are admitted to trading on an organised market, without delay, that the target company has resolved a provision of the articles of association under subsection (1).
(4) Section 16(4) applies accordingly to the convening and holding of the general meeting within the meaning of subsection (2), first sentence, no. 3.
(5) Where rights are withdrawn on the basis of subsection (1), the offeror is obliged to pay adequate monetary compensation, insofar as those rights were created before publication of the decision to make the offer under section 10(1), first sentence and are known to the target company. The claim to compensation under the first sentence may be asserted in court only within two months of the withdrawal of the rights.