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§ 502. Preparation of general meeting of shareholders
- (1)
- At least one month 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.
§ 503. 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)
- At the general meeting, the supervisory board shall present its opinion concerning the transformation.
- (3)
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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.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 504. Transformation resolution
- (1)
- A resolution on transformation of a public limited company into a private limited company shall be adopted if at least two-thirds of the votes represented at the general meeting are in favour, and the articles of association do not prescribe a greater majority requirement.
- (2)
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If a public limited company has several classes of shares, the transformation 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 unless the articles of association 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)
- The nominal values of shares of the private limited company may be determined differently from those of shares of the public limited company being transformed, but they shall comply with the requirements of § 148 of this Code.
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