Article 6: Pre-emptive purchase clause
If a Series KII share is transferred to a party outside the company, or a Series KII share is transferred to a shareholder within the company who had not previously owned shares in this series, the transferee must inform the Board of Directors of this without delay and a Series KII shareholder has the right to pre-emptively purchase the share, subject to the following conditions:
If two or more holders of Series KII shares wish to exercise their pre-emptive purchase rights, the shares shall be divided amongst them by the Board of Directors in proportion to their ownership of Series KII shares. If the shares cannot be divided evenly in this manner, the remaining shares shall be distributed by lot amongst those seeking to exercise their pre-emptive purchase rights.
The pre-emptive purchase price is the average price a Series A share in the company in trading on the stock exchange during the three-month period preceding the transfer or, in the event that a stock exchange or equivalent quotation is not available or the transfer is gratuitous, the actual value of a share in the company as judged from the last financial statements and as determined by the company’s auditor.
The Board of Directors shall immediately inform Series KII shareholders of the share transfer. This announcement must be carried out in the same manner as the Notice of Meeting. The announcement must include the pre-emptive purchase price and the deadline for the pre-emptive purchase request.
A person entitled to exercise his or her pre-emptive purchase right shall present the pre-emptive purchase request to the company in writing within two (2) months of the date on which the Board of Directors was informed of the share transfer. The pre-emptive purchase price must be either paid to the transferee in cash or with a bank draft or bank-endorsed cheque within one (1) month of the deadline for presenting a pre-emptive purchase request or deposited with the administrator of execution proceedings during the period specified. Disagreements concerning pre-emptive purchase rights and the pre-emptive purchase price shall be submitted for resolution by arbitrators in the order specified in the Arbitration Proceedings Act (967/92).
Article 7: Agreement clause
The agreement of the company, which shall be decided on by the Board of Directors, is required for the acquisition of Series KII shares by means of transfer.