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§ 496. Preparation of general meeting of shareholders
- (1)
- At least two weeks before the general meeting to decide on transformation, the management board of the public limited company being transformed shall present the transformation report and the last annual report of the public limited company to the shareholders for examination at the seat of the public limited company. A transformation report shall not be presented in the case specified in subsection 479 (2) of this Code.
- (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 is prepared earlier than six months before the transformation resolution is made, a balance sheet (interim balance sheet) as at the last quarter shall be prepared pursuant to the requirements for the annual report and shall be presented to the shareholders for examination.
§ 497. Organisation of general meeting
- (1)
- At the general meeting of shareholders, the management board of the public limited company being transformed shall explain the legal and economic consequences of the transformation, including the exchange of shares.
- (2)
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At the general meeting, the supervisory board shall present its opinion concerning the transformation.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- At the general meeting, information concerning other material circumstances related to the transformation shall also be given to a shareholder on the demand of the shareholder.
§ 498. Transformation resolution
- (1)
- A resolution on transformation into a general partnership shall be adopted if all the shareholders vote in favour.
- (2)
- A resolution on transformation into a limited partnership shall be adopted if at least two-thirds of the votes represented at the meeting of shareholders are in favour unless the articles of association prescribe a greater majority requirement, and all the shareholders who are to become general partners of the limited partnership vote in favour of the resolution.
- (3)
- If a resolution on transformation of a private limited company into a limited partnership is made pursuant to § 173 of this Code, the resolution shall be adopted if at least two-thirds of the votes of the shareholders are in favour unless the articles of association prescribe a greater majority requirement, and all the shareholders who are to become general partners of the limited partnership vote in favour of the resolution.
- (4)
- If a public limited company has several classes of shares, the transformation resolution shall be adopted if, in addition to the provisions of subsection (2) of this section, at least two-thirds of the holders of each class of shares vote in favour of the resolution unless the articles of association prescribe a greater majority requirement.
§ 499. Protection of creditors
- (1)
- The creditors of a private limited company or public limited company transformed into a general partnership or limited partnership whose claims are not guaranteed may demand a guarantee of their claims within six months after entry of the transformation in the commercial register.
- (2)
- If a claim is not sufficiently guaranteed, the creditor may demand satisfaction of the creditors claim.
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