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Investor Presentaiton

of the participating securities. If the securities are traded on the regulated market, the bidder must submit an offer and provide evidence to the CNB that consideration for the trade is adequate. Takeover bids Voluntary takeover bids For joint-stock companies traded on the regu- lated market, investors can make apublic offer to the shareholders, if the bid allows them to gain control over the company. Obligatory takeover bids An investor acquiring a minimum of 30 percent of the voting rights in a target company traded on the European regulated market and actually gaining control of the company, must offer to buy out the other shareholders within 30 days of the acquisition by, submitting an obligatory takeover bid. An obligatory takeover bid may be published only after it has been approved by the CNB. Obligatory takeover bids are also required if a company decides to displace its shares from trading on the European or other foreign regulated market, or changes the nature of its shares or their transferability. Right to buy out participation securities (squeeze-out) A shareholder owning securities represent- ing more than a 90-percent share of the voting rights of a joint-stock company (a major share- holder) is entitled to ask the board of directors to convene a general meeting to decide on the transfer of all the other participating securities owned by minority shareholders, resulting in a squeeze out of minority shareholders. The general meeting of the company approves the squeeze out by paying minority shareholders adequate compensation determined through an expert valuation. Should the shares be trad- ed on the European regulated market, a justifi- cation of the compensation and the prior con- sent of the CNB is required. In contrast, minority shareholder have the right to sell their shares to the major shareholder as defined above. 87
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