Section VI Reducing the Capital Stock

(1)

A reduction of the capital stock shall be implemented by a general meeting resolution.

(2)

(Amended - SG 84/2000) If there are several classes of shares, resolution of each class of shareholders shall be necessary to reduce the capital stock.

(3)

The resolution shall set forth the purpose of the reduction and the method by which it is to be effected.

The capital stock may be reduced:

1.

by reduction of the nominal value of shares;

2.

by cancellation of shares.

(1)

Shares may be canceled forcibly or after their acquisition by the company.

(2)

(Amended - SG 84/2000) Forcible cancellation of shares shall be allowed if the by-laws provides for such and the shares have been registered under this condition.

(3)

The prerequisites for, and the method of, forcible cancellation shall be set forth in the by-laws.

(1)

The rules of Art. 150-3 shall apply for creditors whose claims have arisen prior to publication of the resolution on reduction.

(2)

The rules of Par. 1 shall not apply when the reduction of the capital has been made with the purpose of covering the losses. In this case the shareholders shall not be released from the obligation to make installments.

(3)

The rules of Par. 1 shall not apply also when the reduction is made with own shares which have not been paid in full, and have been acquired gratuitously or by or by means under Art. 247a, Par. 1-3. In these cases Art. 187c, Par. 4 shall apply respectively

(1)

(Amended, SG No. 83/1999; 84/2000) The capital of the company may be simultaneously decreased and increased, so that the decrease shall have effect only if the increase is carried out.

(2)

In the cases under Par. 1 the capital might be decreased beneath the minimum level required by the Law if with the increase of the capital the minimum level is achieved.

(3)

The rule of Art 202, Par. 1 shall not apply if, as a result of the capital increase, the level of it before the change is not achieved or exceeded.

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