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(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 462. Audit
If a public limited company participates in a division, an auditor shall audit the division agreement.
§ 463. Preparation of general meeting
- (1)
-
At least one month before the general meeting to decide on a division, the management board shall present the following to the shareholders for examination at the seat of the public limited company:
- 1)
- the division agreement;
- 2)
- the three preceding annual reports and activity reports of the companies participating in division;
- 3)
- the division report;
- 4)
- the auditors report.
- (2)
- Copies of the documents specified in subsection (1) of this section shall be promptly given to a shareholder on the demand of the shareholder.
- (3)
- If the last annual report of the public limited company participating in a division is prepared earlier than six months before conclusion of the division agreement, a balance sheet (interim balance sheet) as at the last quarter shall be prepared pursuant to the requirements for an annual report and shall be presented to the shareholders for examination.
§ 464. Organisation of general meeting
- (1)
- At the general meeting, the management board shall explain the legal and economic consequences of the division, including the exchange of shares.
- (2)
- At the general meeting, the supervisory board shall present its opinion concerning the division.
- (3)
- At the general meeting, information concerning material circumstances related to other companies participating in the division shall also be given to a shareholder on the demand of the shareholder.
- (4)
- The management board of a public limited company being divided shall notify the general meeting and management boards of the recipient companies of all material changes in the assets of the public limited company which occur in the interim between conclusion of the division agreement and the general meeting at which division is decided.
§ 465. Division resolution
- (1)
- A division resolution shall be adopted if at least two-thirds of the votes represented at the general meeting are in favour unless the articles of association prescribe a greater majority requirement.
- (2)
-
If a public limited company has several classes of shares, the division resolution shall be adopted if, in addition to the provisions of subsection (1) of this section, at least two-thirds of the holders of each class of shares vote in favour of the resolution, and the articles of association do not prescribe a greater majority requirement. If a resolution is made pursuant to the procedure provided for in subsection 297 (2), at least two-thirds of the votes represented of each class of shares at the general meeting must vote in favour of the resolution unless the articles of association prescribe a greater majority requirement.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- If a recipient company is not a public limited company, the holders of preferred shares and convertible bonds of the public limited company being divided shall participate in the determination of representation and in voting on the same bases as the shareholders.
§ 466. Increase of share capital of recipient public limited company
- (1)
- Upon an increase of share capital of a recipient public limited company in connection with a division, other shareholders shall not have the pre-emptive right to the acquisition of shares (§ 345).
- (2)
- In addition to the documents specified in subsection 343 (1) of this Code, notarised copies of the division agreement and the division resolutions of the companies participating in the division shall be appended to the petition for entry of the increase of share capital in the register.
§ 467. Transfer of shares upon division
A recipient public limited company shall first transfer its own shares of the recipient public limited company to the partners or shareholders of the company being divided in the exchange of their shares.
§ 468. Valuation of assets to be transferred
If a recipient company is a public limited company whose share capital is to be increased in connection with a division or if a new public limited company is to be founded upon a division, the procedure prescribed for valuation of a non-monetary contribution of a public limited company (§ 249) shall be used to assess whether the assets transferred by the company being divided are sufficient for the increase of share capital or for the share capital of the public limited company being founded. Documents certifying the valuation of the assets shall be submitted to the commercial register together with the division petition.
§ 469. (Repealed - 14.06.2000 entered into force 01.01.2001 - RT I 2000, 57, 373)
§ 470. Protection of holders of preferred shares or convertible bonds
- (1)
- The rights of holders of preferred shares or convertible bonds of a public limited company being divided which they had in the public limited company being divided shall be retained in a recipient public limited company.
- (2)
- If a recipient company is not a public limited company, the holders of preferred shares or convertible bonds shall acquire shares of the recipient company on the same bases as the shareholders of the public limited company being divided. Upon opposition to the division agreement, they may claim compensation pursuant to § 448 of this Code.
§ 471. Division whereby new public limited company founded
- (1)
- The provisions of §§ 243 and 256-271 of this Code shall not apply to the division of a company whereby a new public limited company is founded.
- (2)
-
Upon a division whereby a new public limited company is founded, the division plan shall, in addition to the provisions of subsections 435 (1) and 449 (4) of this Code, set out the amount of share capital and the members of the management board and supervisory board of the public limited company being founded.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
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