|
|
§ 338. Methods of increase of share capital
- (1)
- Share capital may be increased by the issue of new shares.
- (2)
- Share capital shall be increased with or without supplementary contributions.
§ 339. Notice calling general meeting
In order to increase share capital, the notice calling the general meeting shall set out:
- 1)
- the reason and method for the increase of share capital;
- 2)
- the new amount of share capital;
- 3)
- the number and nominal values of new shares or the new nominal values of existing shares;
- 4)
- the pre-emptive right to subscribe for new shares and the term for its exercise;
- 5)
- if share capital is increased by the issue of new shares, the term and place for subscription;
- 6)
- if a new class of shares is issued, the rights attaching to such shares.
§ 340. Documents presented to special general meeting
If an increase of share capital is decided by a special general meeting, the management board shall present the preceding annual report, approved by the general meeting, and an overview of the economic activities of the public limited company for the current year to the general meeting.
§ 341. Decision to increase share capital
- (1)
- A resolution on increase of share capital shall be adopted if at least two-thirds of the votes represented at the general meeting are in favour. The articles of association may prescribe a greater majority requirement.
- (2)
-
If the public limited company has several classes of shares, a resolution on increase of share capital shall be adopted if, in addition to the provisions of subsection (1) of this section, at least two-thirds of the votes represented of each class of shares at the general meeting are in favour. The articles of association may prescribe a greater majority requirement.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- If the articles of association must be amended due to the increase of share capital, amendment of the articles of association shall be decided before share capital is increased.
- (4)
- A resolution on increase of share capital shall not be adopted before entry of the public limited company in the commercial register.
§ 342. Resolution on increase of share capital
A resolution on increase of share capital shall set out:
- 1)
-
the number and nominal values of new shares, and the amount of increase of share capital;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 2)
- the classes of shares to be issued if the public limited company has or issues several classes of shares;
- 3)
-
the pre-emptive right to subscribe for new shares and the term for its exercise, and the date as of which shareholders have a pre-emptive right to subscribe;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- 4)
- the share subscription term;
- 5)
-
the time and place for payment of shares, and whether and to what extent the shares shall be paid for by a monetary or non-monetary contribution; in the case of a non-monetary contribution, the item of the non-monetary contribution;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 6)
- if the nominal values of shares are increased, the new nominal values of existing shares;
- 7)
-
if shares are issued with a premium, the premium amount, which may be specified either as a specific amount or a maximum premium; the supervisory board may determine a higher premium until the subscription commences;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- 8)
-
the term for the exchange of share certificates if share certificates are issued;
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- 9)
-
in the case of a bonus issue, also reference to the underlying balance sheet and equity categories, and the amount of each equity category used to carry out the bonus issue.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 343. Entry in commercial register
- (1)
-
If share capital is paid in full or a bonus issue is conducted, the management board shall submit a petition to the commercial register for entry of the increase of share capital in the commercial register. The following shall be appended to the petition:
- 1)
- the resolution of the general meeting;
- 2)
- the minutes of the general meeting;
- 3)
- the new text of the articles of association if the articles of association are amended;
- 4)
- upon an increase of share capital by new contributions, a bank notice concerning payment of the share capital;
- 5)
-
upon a bonus issue, the annual report or interim balance sheet on which it is based;
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
- 6)
- upon payment by a non-monetary contribution, documents certifying the value of the contribution and its transfer;
- 6
-
a notice from the registrar of the Estonian Central Register of Securities confirming that the management board has notified the register of the increase in share capital;
(14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
- 7)
-
other documents provided by law.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- Upon payment by a non-monetary contribution, documents certifying the value of the contributed item and its transfer shall be appended to the petition specified in subsection (1) of this section.
- (3)
- The members of the management board shall certify the transfer of a non-monetary contribution by their signatures. If the non-monetary contribution is an immovable, an extract from the land register shall be appended to the petition.
- (4)
- The management board shall submit a petition for entry of the increase of share capital in the commercial register within six months after adoption of the resolution on increase of share capital.
- (5)
-
The share capital shall be deemed to be increased and the rights arising from the new shares or shares with increased nominal value shall be deemed to have arisen as of the making of such entry in the commercial register.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; 22.03.2000 entered into force 17.04.2000 - RT I 2000, 29, 172)
§ 344. Application of foundation provisions
The provisions for payment of contributions on the foundation of a public limited company and for the subscription of shares shall apply to an increase of share capital by contributions unless otherwise provided for in this chapter.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 345. Pre-emptive right of shareholder
- (1)
-
If new shares are paid for in money, a shareholder has a pre-emptive right to subscribe for the new shares in proportion to the sum of the nominal values of the shareholders shares. The pre-emptive right of the shareholders may be barred by a resolution of the general meeting which receives at least three-quarters of the votes represented at the general meeting. The management board shall provide a written explanation to the shareholders in advance as to why it is necessary to bar the pre-emptive subscription right and shall also justify the issue price of shares.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; - RT I 2000, 57, 373)
- (1
-
A shareholder may transfer the shareholders pre-emptive right to subscribe for shares under the same terms and conditions as a transfer of shares.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- If a public limited company has several classes of shares and new shares of one or some classes are issued, the holders of the corresponding classes of shares have a pre-emptive right in the subscription of such shares before other shareholders.
- (3)
- The management board shall send the resolution of the general meeting to the shareholders who have the pre-emptive right of subscription and who did not participate in the general meeting. If the holders of bearer shares have a pre-emptive right, a notice of the resolution of the general meeting shall be published.
- (4)
-
The term for subscription of shares with a pre-emptive right shall be two weeks from the adoption of a resolution on increase of share capital unless the resolution of the general meeting prescribes a longer term.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941; 14.06.2000 01. 01. 2001 - RT I 2000, 57, 373)
§ 346. Set-off of claim
A claim of a shareholder or of any other person who wishes to subscribe for share against the public limited company may, by a resolution of the general meeting, be set off against a payment for new shares if this does not damage the interests of the public limited company or of its creditors. A claim shall be valuated as a non-monetary contribution.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 346 Oversubscription
- (1)
- If upon an increase of share capital shares are subscribed for to the full extent of the increase of share capital, the supervisory board may decide to terminate the share subscription before the end of the term prescribed in the resolution on increase of share capital.
- (2)
-
If it becomes evident that shares are subscribed for in excess of the planned increase of share capital, the supervisory board shall decide on the distribution of shares based on the number of subscribed for shares and on the cancellation of oversubscribed shares unless the resolution on increase of share capital prescribes otherwise. Payments for oversubscribed shares shall be returned to the subscribers promptly at the expense of the public limited company.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 347. Undersubscription
- (1)
- A share subscription shall be deemed to be an undersubscription if all new shares are not subscribed for during the term indicated in the resolution on increase of share capital.
- (2)
- Upon undersubscription, all rights of subscribers associated with the subscription shall terminate, and the increase of share capital shall not occur. The management board shall promptly refund the payments made by subscribers. The members of the management board shall be solidarily liable for the refund of payments.
- (3)
-
The management board may, by a resolution of the general meeting, be granted the right to extend a subscription term or to cancel shares which are not subscribed for during the subscription term. The management board may exercise such right within fifteen days after the end of the subscription term.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 348. Participation in profit distribution
- (1)
-
A resolution on increase of share capital may prescribe a date as of which shares grant the right to receive a dividend. This right shall not arise later than for the financial year following the increase of share capital.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- If the date specified in subsection (1) of this section is not prescribed in a resolution on increase of share capital, the right to receive a dividend shall arise during the financial year in which the entry on increase of share capital is made.
§ 349. Right of supervisory board to increase share capital
- (1)
- The articles of association may grant the supervisory board the right to increase share capital by contributions for up to three years.
- (2)
-
The supervisory board may increase share capital to an amount prescribed in the articles of association. Share capital shall not be increased by more than one-half of the share capital which existed at the time the supervisory board received the right to increase share capital.
The supervisory board shall have the rights specified in subsection 347 (3) of this Code.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
- The supervisory board may pay for issued shares by a non-monetary contribution only if prescribed in the articles of association.
- (4)
-
The resolution of the supervisory board and the minutes of the meeting and, in the case provided for in § 323 of this Code, the record of voting, shall be appended to the petition submitted to the commercial register concerning the increase of share capital.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 350. Bonus issue
- (1)
- A public limited company may increase share capital from the shareholders equity of the public limited company without making contributions (bonus issue).
- (2)
-
The general meeting may decide on a bonus issue after approval of the annual balance sheet. If a bonus issue is decided more than seven months after the date as at which the annual balance sheet is prepared, an interim balance sheet shall be prepared and approved at the general meeting. The interim balance sheet shall be prepared and approved pursuant to the procedure prescribed for preparation and approval of an annual report.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- A bonus issue may be conducted by issuing new shares or by increasing the nominal values of existing shares.
- (4)
- Upon a bonus issue, a shareholders part of the share capital shall increase in proportion to the nominal values of the shareholders shares.
- (5)
- Own shares held by the public limited company shall also participate in the bonus issue.
- (6)
- Share capital shall be increased by the bonus issue to the extent of the sum of the nominal values of new shares or to the extent of the increase of the nominal values of existing shares.
§ 351. Conditional increase of share capital
- (1)
-
If a public limited company issues convertible bonds (§ 241), the management board may increase share capital to the extent of the sum of the nominal values of the convertible bonds exchangeable for shares. The management board may also increase share capital to a greater extent if such possibility in prescribed in a resolution on a conditional increase of share capital and the difference in nominal values is covered in money.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (2)
- Upon the demand of the holder of a bond, the management board shall issue shares and exchange them for bonds during the term specified in the bond.
- (3)
- If the public limited company issues convertible bonds, the shareholders have the pre-emptive right to subscribe for them pursuant to the procedure provided for in § 345 of this Code.
|
|
