§ Sec­tion 226 AktG Decla­ra­ti­on of inva­li­di­ty of the shares

(1) If, in order to imple­ment the reduc­tion of the share capi­tal, shares are to be com­bi­ned by way of exch­an­ge, stam­ping or a simi­lar pro­ce­du­re, the com­pa­ny may decla­re the shares inva­lid that have not been sub­mit­ted to it despi­te being reques­ted to do so. The same appli­es to shares sub­mit­ted which do not reach the num­ber requi­red for repla­ce­ment by new shares and which have not been made available to the com­pa­ny for uti­liza­ti­on for the account of the par­ties invol­ved.

(2) The request to sur­ren­der the shares must threa­ten to can­cel the shares. The decla­ra­ti­on of inva­li­di­ty may only be made if the request is made in the time spe­ci­fied in § 64 (2) for the grace peri­od. The decla­ra­ti­on of inva­li­di­ty shall be made by publi­ca­ti­on in the com­pa­ny gazet­tes. The shares declared null and void shall be desi­gna­ted in the announce­ment in such a way that it is rea­di­ly appa­rent from the announce­ment whe­ther a share has been declared null and void.

(3) The new shares to be issued in place of the shares declared null and void shall be sold by the com­pa­ny wit­hout delay for the account of the par­ties invol­ved at the stock exch­an­ge pri­ce and, in the absence of a stock exch­an­ge pri­ce, by public auc­tion. If no reasonable suc­cess can be expec­ted from the auc­tion at the com­pany’s regis­tered office, the shares must be sold at a sui­ta­ble loca­ti­on. The time, place and object of the auc­tion must be publicly announ­ced. The par­ties invol­ved must be noti­fied sepa­ra­te­ly; noti­fi­ca­ti­on may be omit­ted if it is not fea­si­ble. The announce­ment and noti­fi­ca­ti­on must be made at least two weeks befo­re the auc­tion. The pro­ceeds shall be paid out to the par­ties invol­ved or, if the­re is a right of depo­sit, depo­si­ted.