The articles of association of companies whose shares are not listed on a stock exchange may provide that a shareholder may only be represented by another shareholder at the general meeting.
If the articles of associationcontain a provision to this effect, the board of directors must at the request of a shareholder designate an independent voting representativeor a voting representative for a corporate body who may be instructed to exercise the participation rights.
The board of directors must in this case inform the shareholders at the latest ten days before the general meeting whom they may instruct as their representative.If the board of directors fails to comply with this duty, a shareholder may be represented by any third party.The articles of association shall regulate the details for designating the representative.
Article 689c paragraph 4 applies to the delegation of voting rights both to an independent voting representative and to a voting representative for corporate bodies.
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