Law No. 90/2012 Coll. on Commercial Companies and Cooperatives - Joint-Stock Companies

Czech Republic Crest Czech Republic Companies Act Czech Republic Companies Act Czech Republic Companies Act

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TITLE V

JOINT-STOCK COMPANIES

Part 1

General Provisions

§ 243

(1) joint-stock company is a company whose capital is divided into a number of shares.

(2) The company shall give the term "joint-stock company" that can be replaced by the abbreviation "akc. Al. ' or "SpA".

§ 244

(1) The company treated the same terms to all shareholders equally.

(2) The legal act whose purpose is unreasonable advantage at the expense of shareholders of any company or other shareholders, shall be disregarded unless otherwise provided by this Act or would be prejudicial to third persons who have such a legal act in good faith reliance.

§ 245

Participating securities are securities issued by companies with which is connected to the share capital or voting rights in that company, and securities issued by companies with which the right to acquire such securities.

§ 246

(1) The registered capital is expressed in Czech crowns. In the event that a joint stock company led by a special Act of accounting in euro capital may be expressed in euros.

(2) The capital of the company is at least CZK 2 million, or EUR 80 000.

§ 247

The issue price of the stock

(1) issue price of shares shall not be less than the nominal value of shares.

(2) The issue price piece shares shall not be less than its carrying value. Book value of shares is determined by piece so that the amount of capital divided by the number of issued shares of piece.

Share premium

§ 248

(1) If the issue price of shares higher than its nominal or book value, the difference consists of the share premium. If the amount paid to the issue price or redemption price of the inserted in-kind contribution determined articles of the General Assembly or lower than the issue price of shares, credited with the first performance of the share premium.

(2) If the amount paid for the repayment of issue price or price inserted in-kind contribution determined by the statutes or the General Assembly under this Act is not sufficient due to the repayment of the nominal or book value of shares subscribed, count gradually due to the repayment of the nominal or book value of individual shares unless otherwise determined by the statutes or in accordance with agreed otherwise.

§ 249

The difference between the price of assets in kind and the nominal or accounting value of shares to be issued to shareholders in return is considered share premium, unless the statutes or decisions of the General Assembly determined that this difference or its part is returned to the subscriber or that it applies to the creation of reserve fund.

Part 2

Establishment of

§ 250

(1) The creation of the adoption of the statute requires. Those who received the articles and participate in the subscription of shares, the founder.

(2) The statutes also contain

a) the name and the subject of entrepreneurial activity,

b) the amount of capital,

c) the number of shares, their nominal value, determining whether and how many shares will be for registered or owners, or whether they will be issued as uncertificated securities, or an indication of the transferability of shares, where applicable, whether the shares are immobilized,

d) if they are to be issued shares of different species, their name and a description of the rights associated with them,

e) the number of votes attached to shares in one way and vote at the general meeting, if they are to be issued shares of different nominal value, the statutes also the number of votes related to that of the nominal value of shares and total number of votes in the company,

f) an indication of which of the internal structure of the company was chosen, and the rules determining the number of directors or supervisory board,

g) other information, if provided for by this Act.

(3) the incorporation statutes also contain

a) data on how many shares subscribed by the founding fathers, for which the issue price, method and period for repayment of such issue price and issue price of deposit will be repaid

b) what amount must be paid at the time the capital of the company,

c) if, if the issue price of shares filled by non-monetary deposits, the depositor's name, a description of non-monetary deposits, as well as the number, type and nominal value of shares to non-monetary contribution for this issue, their form or statement to be issued as uncertificated securities papers, and determination of the expert who carried out the valuation of assets in kind,

d) determining the price of non-monetary contributions in establishing the company,

e) at least approximate the amount of costs in connection with the establishment of the company incurred

f) an indication of the founders who determine the company's board members, who shall be elected according to the statutes the General Assembly,

g) designation of the controller and deposits

h) if they are to be issued shares as dematerialized securities, the number of securities accounts, which are to be dematerialized shares issued.

(4) The information referred to in paragraph 3, after the company and subject to the deposit obligations of statutes omitted.

Award-kind contribution

§ 251

(1) Price-kind contribution shall be determined on the basis of an expert report prepared pursuant to other legislation, but must not be higher than the amount determined by an expert. The experts chosen to set up the company's founders, otherwise the board of directors.

(2) an expert's opinion ocenujícího kind contribution includes at least

a) a description of in-kind contribution,

b) the ways of his awards and an indication of whether the price obtained in-kind contribution of at least used methods úhrnnému emission rate of shares to be a company issued as consideration for the kind contribution and

c) the amount to which kind contribution valued.

(3) an expert's opinion under paragraph 1 company stores in the collection of documents.

(4) processing fee for an expert opinion is determined by agreement and paid by the company. Besides the fees due for replacement experts reasonably incurred costs associated with the development of an expert. In the event that the company does not arise, shall be borne jointly and severally pay the founders.

§ 252

Deposit Administrator shall provide each subscriber with written confirmation that contains

a) the type, number and nominal value of the subscribed shares, the form or information that will be issued as uncertificated securities

b) the total amount of issue price of shares subscribed and

c) the extent of repayment of issue price of shares subscribed.

§ 253

(1) Establishment of a company is efficient, if everyone paid back the founder of any share premium in the aggregate at least 30% of the nominal or book value of shares subscribed at the time specified in the statutes and the bank account specified in the statutes, but not later than the time the application for registration of the Commercial Register.

(2) If the obligation under paragraph 1 and § 26, spolecnost not enroll in the Commercial Register.

§ 254

(1) Any special advantage granted to any person who participated in the founding of the company shall be determined in the statutes and the person identified in them.

(2) If the obligation under paragraph 1, the legal act on the basis of which any person at the time of incorporation granted an advantage is not taken into account, it can be remedied by amendment to the statutes approved by all shareholders.

§ 255

Consideration of property acquisition company from the founders and shareholders

within two years after the company

(1) If a company comes from the founder or shareholder within 2 years after its foundation property for a consideration exceeding 10% of its subscribed capital must be

a) the remuneration is set so as not to exceed the value of the acquiree's assets provided expert opinion to the provisions of § § 251 and 468 to 473 shall apply mutatis mutandis, and

b) the acquisition, including the fees, approved by the General Assembly.

(2) Paragraph 1 shall not apply to the acquisition of property

a) in the ordinary course of trade

b) on the initiative or under the supervision or supervision of a public authority, or

c) on a European regulated market.

(3) Paragraphs 1 and 2 shall apply mutatis mutandis, occurred as a result of conversion to change the legal form of joint-stock company, the period provided for in paragraph 1 runs from the date of conversion efficiency.

(4) If the remuneration is determined under paragraph 1, the board members who voted for the acquisition of property, did not act with due diligence and founder shareholder returns or the company a sum exceeding the price set by an expert opinion.

Part 3

Shares and other securities issued by joint stock company

Section 1

Akcie

§ 256

(1) The stock is a security, or book-entry security with which they are linked to the shareholder's rights as a shareholder to participate under this Act and the Company in its management, its profits and liquidation when the liquidation.

(2) The repayment of issue price of shares represent shareholders' rights and obligations of the outstanding stock, the absence of a provisional certificate. Outstanding shares may be transferred under the provisions of the contract assignment, consent to be required. The provisions of § 285, paragraph 3, the transferor's liability shall apply mutatis mutandis.

(3) If the shares issued, although the issue price was paid, the paragraph 2 and paragraph 1 § 321 and § 523 paragraph 1, mutatis mutandis.

(4) The outstanding shares pursuant to paragraph 2, the unissued shares referred to in paragraph 3 and the interim certificates, the provisions of this Act on the stock, if this does not preclude their nature or other provisions of this Act.

§ 257

Routine akcie

(1) Determine if the statutes so provide, the company may issue shares, which have no par value and represent the same shares in the capital of the company (the "piece Shares").

(2) If the company issues a piece shares can not issue or have issued shares with a nominal value.

(3) share capital at akcie piece determined by the number of shares. On one piece share grants one vote, unless the statutes permitted the issue of shares with different weighting of votes.

(4) If the company issued a piece shares, apply the provisions of this Act that relate to the nominal value.

§ 258

(1) The statutes may provide that employees may acquire its shares or shares of related companies under special conditions listed in paragraph 2

(2) The statutes or the decisions of the General Assembly to raise capital, they may determine that the employee does not have to repay the issue price of the subscribed shares or may acquire under other special conditions, if any difference between repaying part of the issue price and the price or the emission rate and the cost is covered from its own resources.

(3) Paragraphs 1 and 2 shall apply to employees who retired.

§ 259

(1) Shares obsahuje

a) an indication that it is a share

b) unique identification of the company

c) nominal value,

d) identification of types of shares unless the share was issued as a book-entry security, and

e) shares unambiguous identification of shareholders and

f) the type of shares, or with reference to the statutes.

(2) ordinary shares may not contain data on the species. Piece shares must contain the term "routine actions".

§ 260

(1) Shares includes a serial number and signature of the member or members of the Board. The signature may be replaced by its fingerprint on the document when used simultaneously safeguards against forgery or alteration of it.

(2) If the shares issued as book-entry security, it is sufficient that the information provided in § 259 are ascertainable from the records of dematerialized securities. The numerical designation of dematerialized shares are required only in cases where this is for the shares provided by law.

§ 261

Shares in the same company may have a different nominal value.

§ 262

If the issued public shares, also contains information on how many shares and what type it replaces.

§263

Form of shares

(1) Shares may take the form of security to order or bearer, the same applies for the dematerialized shares.

(2) Shares in the form of bearer securities is referred to as bearer shares. The Company may issue bearer shares only as a book-entry security or immobilized securities, the same applies also to change the form or the form of shares.

(3) Shares in the form of security to order is referred to as shares.

List of Shareholders

§ 264

(1) The registered shares are entered in the register of shareholders, who leads the company. Issued if the company dematerialized shares, the statutes may provide that the list of shareholders is replaced by the records of dematerialized securities.

(2) The list of shareholders are recorded indicate the type of shares, its nominal value, the name and permanent address of the shareholder, the bank account held by a person authorized to provide banking services in the state, which is a full member of the Organization for Economic Cooperation and Development, the designation of shares and changes in recorded data.

(3) The register of shareholders shall be entered in the separation or transfer of separately transferable rights.

§ 265

(1) It is understood that in relation to the company's shareholder a person who is enrolled in the list of shareholders.

(2) A new owner writes to the list of shareholders without undue delay after it will change those shareholders demonstrated.

(3) In the event that caused the shareholder that is not registered in the list of shareholders or that registration is not true, can not claim the invalidity of the resolutions of the General Assembly because his company on that account did not allow participation in general meetings or voting power.

§ 266

(1) The Company will issue each of its shareholders at its written request and payment of costs for a copy of a list of all shareholders who own the shares, or required of the list, without undue delay of receipt of the request. Bank account number entered in this list will provide under the conditions listed in paragraph 2

(2) other persons will provide information on the list of shareholders as provided by law regulating the business on the capital market for the provision of data by the person leading register of investment instruments, or with the consent of the shareholder to which the registration relates.

§ 267

(1) Data entered in the register of shareholders, the company used only for their needs in relation to shareholders. For other purposes the data may be used by the company only with the consent of shareholders, which the data relate.

(2) a shareholder ceases to be a shareholder, a company from the list of shareholders without undue delay deleted.

§ 268

The provisions of § 264 to 267 shall apply mutatis mutandis also for the outstanding shares and interim certificates.

Shares

§ 269

(1) Registered shares shall be transferred by endorsement, which shall contain a clear identification of the acquirer.

(2) The effective transfer of shares to the company requires notification of the change and the person submitting the shareholders of shares of the company.

§ 270

Statutes may transferability of shares reduced but not eliminated.

§ 271

(1) In the event that the transferability of shares subject to the consent authority, company, contract for the transfer of such shares shall not take effect before approval will be granted.

(2) If approval is granted within 6 months of signing the transfer contract, the same effects occur, such as the withdrawal, unless the contract of transfer otherwise specified.

(3) If the limited transfer of shares otherwise than in accordance with paragraph 1 and if the shareholder transfers shares in contradiction with that limitation, the transfer of shares invalid.

§ 272

(1) Where the statutes make the transferability of shares authorized by the authority of society, may also determine in what cases and under what conditions the competent body of the company is obliged to consent, or in which cases must refuse consent.

(2) Unless the competent authority of the company in two months from receipt of the request, the approval was granted.

(3) Where the competent body of the consent to transfer of shares granted, although not required by statutes to refuse consent, the Company without undue delay of receipt of applications that share a shareholder purchases at a reasonable price. The deadline for exercising the right to purchase shares is one month from the date on which the shareholders received a decision to refuse the transfer of shares, the provisions of § 329 paragraph 1 and 2 shall apply mutatis mutandis.

§ 273

(1) If the transfer of shares in the name of the statutes is limited, the same rules as for their suspension.

(2) The sale of pledged shares in the exercise of lien with the consent of the competent organ of the company is not required.

§ 274

Bearer shares

(1) Bearer shares are freely transferable.

(2) Bearer shares may be issued only as book-entry security or immobilized securities. Shareholders are not entitled to demand the release of immobilized their shares from public custody.

§ 275

Book-entry shares

(1) book-entry shares are freely transferable, unless the statutes limit their transferability. The transferability of uncertificated shares shall apply mutatis mutandis to limit the transferability of shares.

(2) Transfer of dematerialized shares is effective to the company, if it proved Changing shareholder statement of account owner or the date of delivery or receipt of an extract from the issue of shares under the law governing business in the capital market.

(3) The rights attached to the book-entry shares executes a person who is registered in the records of dematerialized securities as of the day as owner of shares, and if not set the record date, the date on which law applies, unless it is established that the entry in the dematerialized securities is not true.

Types of events

§ 276

(1) Shares with special rights, which carry the same rights, form a single species. Shares which does not carry any special law, the ordinary shares.

(2) Shares, which carry a right to an interest independent of the economic results of the Company is prohibited.

(3) The shares with special rights may be associated in particular is different, hard or subordinate share in the profits or liquidation, or a different weighting of votes. The shares of the same nominal value which can be combined for various specific rights.

§ 277

(1) Special rights and their content shall be determined in the statutes. In case of doubt as to their content upon the motion of a company or its shareholders

a) decide what special law is associated with shares, if the circumstances clear that such special law expresses the will contained in the statutes or this will be the closest in content, or

b) if it is not possible to proceed according to a), decide that the shares are ordinary shares.

(2) If the court decides, pursuant to paragraph 1. b) the owner of shares, of which species it was decided to require that the company shall it shares up to 1 month after the court decision was bought at a reasonable price, unless the question was obvious at a time when the shares acquired to the provisions of § 329 paragraph 1 and 2 shall apply mutatis mutandis.

Preferred shares

§ 278

(1) Shares, with which are associated with preferential rights for profit or other own sources or the liquidation company is the preferred shares.

(2) Unless otherwise specified in the statutes are issued preferred shares without voting rights. If required by this Act, voting at a general meeting in accordance with the type of shares, the owner of preferred shares without voting rights entitled to vote at a general meeting.

§ 279

Shares to which no voting rights, may be issued only if the sum of their nominal value shall not exceed 90% of the capital.

§ 280

(1) From the day following the day on which the General Assembly decided that the preferred share of the profits will not be repaid, or the date of default in payment of profit sharing, becomes the owner of preferred shares the right to vote until the General Assembly decides priority for payment of profit-sharing or time of payment, if the company is in default of its payment.

(2) The owner of preferred shares, which temporarily gained the right to vote under paragraph 1 shall be entitled to vote even in the range of the agenda at the general meeting which will decide the priority for payment of profit sharing.

Self-transferable rights

§ 281

(1) The transfer of shares shall be transferred all rights attached thereto, unless otherwise determined by law.

(2) The right to payment of profit, a preferential right to subscribe for shares and convertible bonds and bonds, the right to share in the liquidation and other similar property rights statutes are designed separately transferable.

(3) Determine to do so in accordance with this Act statutes, or this Act may be entitled under paragraph 2 otherwise associated with the action from the stock and associated with a separate security issued to the share.

(4) The voting rights attaching to shares can not be transferred separately.

§ 282

(1) If the company gave the order to enter separately transferable rights associated with shares in the register of dematerialized book-entry securities transfers this right to transfer the registration of dematerialized securities. The procedure of registration of separately transferable rights to its transfers and shall apply mutatis mutandis to other legislation governing the issuance and transfer of uncertificated securities.

(2) The law, which was issued securities under § 281, paragraph 2 or which have been registered under paragraph 1 shall not transferred together with one share.

(3) Transfer and separation separately transferable rights shall be indicated on the share register or in book-entry securities.

§ 283

Self-transferable right, unless the cases mentioned in § 282, the transfer agreement on the assignment.

§ 284

The effective date

(1) In cases specified by law or in the cases determined by this Act, the statutes or decisions of the General Assembly may separately transferable rights related to securities or book-entry security, or other related rights enforceable against the company only person who is the authorized to exercise the right to a certain date specified in this Act, the statutes or decisions of the General Meeting (the "record date"), even if that occurs after the closing date for the transfer of securities or separately transferable rights.

(2) In the event that the company has issued shares and shareholder rights can only be performed by a person who had the rights to the effective date, she is a person who was the decisive day in the list of registered shareholders.

(3) It is understood that those who exercise the right referred to in paragraph 1 spolecnosti prove ownership of the shares to the owner, was entitled to exercise this right as of the day.

§ 285

Scrips

(1) Determine if the statutes may be rights and obligations attached to shares outstanding associated with the provisional certificate.

(2) Interim certificate is a valuable paper on the series, which includes

a) the term "interim list"

b) unique identification of the company

c) unique identification of the owner of the interim certificate,

d) the nominal value of the sum of the nominal value of outstanding shares

e) the number of shares to be replaced by interim certificate, or an indication of their form, it replaces the book-entry shares, as appropriate, determine their type,

f) the paid and unpaid issue price of shares and the repayment period for a

g) the signature of a member or members of the Board. The signature may be replaced by its fingerprint on the document when used simultaneously safeguards against forgery or alteration of it.

(3) The transferor is liable for the debts of the company that had been provisional certificate transferred to the transferee.

Section 2

Exchangeable bonds and preferred

§ 286

(1) Determine if the statutes so provide, the company may by resolution of the General Assembly to issue bonds, which carry the right to exchange for shares or priority bonds, which include the right to preferential subscription of shares.

(2) Issue of convertible bonds in accordance with paragraph 1 may be linked to exchange them for shares already issued or the current company's decision on the conditional capital increase. Priority issue of bonds is tied to the current decision of the conditional capital increase.

(3) Applies to the approval of the priority issue of bonds under paragraph 1 of the General Assembly at the same time to limit shareholders' preferential right to subscribe for shares, to the extent in which they may, in accordance with the terms and conditions and this decision of the General Assembly to exercise its preferential right bondholder to the provisions of § 488, paragraph 4 shall apply mutatis mutandis.

§ 287

Resolution of the General Assembly to issue bonds under § 286 includes

a) the face value of bonds and of the revenue from them,

b) the number of bonds

c) place and deadline for exercising the rights of the bond, specifying how it will be announced the beginning of the run, the deadline for exercising the right to exchange bonds for shares (the "Exchange Law") or pre-emptive right to subscribe for shares may not be less than 2 weeks

d) the type, form, number and nominal value of shares that can be exchanged for one bond, or to subscribe, the form or statement to be issued as uncertificated securities, the nominal value of shares that may be exchanged for convertible bonds shall not be higher than the sum of the nominal value of convertible bonds for which can be exchanged

e) the proposed issue price of bonds, or a way to be specified for the board or commission to determine the amount thereof, including the determination of the lowest possible level at which the issue price may be determined.

§ 288

The convertible and priority bonds shall be subject to other legislation governing the bonds, unless this Act provides otherwise.

§ 289

In the event that issued convertible bonds or bonds as dematerialized securities, the exchange or preferential right to apply for whom this law according to records of dematerialized securities testified at the date could be done first.

§ 290

(1) Each owner of a bond has priority preferential right to subscribe for new shares under the terms and conditions for, subscribe to the shares in cash.

(2) The Board shall notify the manner specified in terms of emissions, but always also on the website of the issuer, the bond owners of priority information containing at least

a) place and deadline for applying pre-emptive rights that can not be less than 2 weeks, indicating how the owners of priority bonds announced the start of that period,

b) the type, nominal value and number of shares to be subscribed for a bond, the form or information that will be issued as book-entry securities with the fact that you can only subscribe for all shares

c) emission value of the stock underwritten using pre-emptive right or way to be fixed, or information that the Board was authorized to set its size, and

d) the date under § 289 for the exercise of preferential rights, if the priority bonds issued as uncertificated securities.

(3) Preferential right of priority associated with the bond expires the deadline for his execution.

§ 291

(1) Preferential right of priority associated with the bond is transferable separately from the date specified in the General Meeting.

(2) If the priority is limited transferability of the bond, similar restrictions also apply for the transfer of priority rights.

§ 292

(1) The shareholders have a preferential right to acquire convertible bonds or bonds.

(2) The preferential right referred to in paragraph 1 shall apply mutatis mutandis the provisions of this Act on preferential right to subscribe for shares, including provisions on the closing date and self-transferability of pre-emptive right.

§ 293

(1) The limitation or exclusion of pre-emptive right shall not be considered if, in the Annual General Meeting will subscribe to all exchangeable bonds or preferred securities dealer under a provision of securities issue, if this contract contains an obligation for brokerage firms to sell to persons with preferential right to acquire convertible bonds or bonds, at their request, at a specified price and time for bonds acquired in the range of their priority rights.

(2) The sale of convertible bonds or preferred broker shareholders shall apply mutatis mutandis the provisions of this Act on preferential subscription right of shares, including provisions on the closing date and self-transferability of pre-emptive right.

§ 294

(1) A shareholder may be pre-emptive rights to acquire convertible bonds or bonds to give up even before the decision of the General Assembly, which shall issue a decision.

(2) Waiver of right of priority shall be in writing with a notarized signature or at the General Meeting deciding on the issue of convertible bonds or bonds. Waiver of pre-emptive rights at the General Meeting shall be a public document attesting to the General Meeting.

(3) Waiver of right of priority shall have effect as against any subsequent assignee of the shares.

Section 3

Securities to exercise any options

§ 295

(1) The Company may issue pre-emptive right to exercise warrants.

(2) Warrants are bearer securities.

(3) Warrants may be issued as book-entry security.

§ 296

Warrants the

a) an indication that it is an option list,

b) unique identification of the company

c) determine how many shares and what form or how many shares to be issued as uncertificated securities, what kind or how many bonds of what form or how many bonds to be issued as uncertificated securities, and in which the nominal value can be obtained from the optional sheet, and

d) the time and conditions for exercising the right.

§ 297

(1) and warrants the serial number and signature of the member or members of the Board. The signature may be replaced by its fingerprint on the document when used simultaneously safeguards against forgery or alteration of it.

(2) In the event that warrants were issued as uncertificated securities (hereinafter referred to as "book-entry option list"), it is sufficient that the information provided in § 296 are ascertainable from the records of dematerialized securities. To be issued book-entry warrants, puts society is a person who keeps records of dematerialized securities, the command to write the book-entry warrants asset account in the records of dematerialized securities, if preferred exercised within a specified time after the conditions for issuance of securities. At the same time the company will give the command to cancel those warrants, of which the prior right claimed, or if no right arising therefrom applied in a given period.

Section 4

The subscription and acquisition of own shares

§ 298

(1) A company may not subscribe for shares.

(2) The company may acquire shares under the conditions stipulated herein.

§ 299

(1) Owners of shares subscribed in contravention of § 298 paragraph 1 shall become founders or increases in the capital board members, such owner shall pay the issue price.

(2) The owner of shares pursuant to paragraph 1 shall not exercise until the issue price of redemption rights associated with the subscribed and unpaid shares.

§ 300

A person in his own name but on behalf of the subscribed shares shall be considered as the shares subscribed to your account.

§ 301

(1) The Company may itself or through another person acting in his own name and on behalf of a company to acquire its own shares only if it was fully repaid their issue price, and only if

a) the acquisition of own shares resolved by the General Assembly,

b) the acquisition, including shares acquired by the company previously and still own, and shares acquired on behalf of another person acting in his own name, does not cause a reduction in equity under the subscribed capital plus funds which are not under this Act or articles distributed to shareholders, and

c) the company has the resources to create a special reserve fund to own shares if the fund required under § 316.

(2) Resolution of the General Assembly pursuant to paragraph 1. a) modify the details of the anticipated acquisition of shares, at least

a) the maximum number of shares to be acquired, and their nominal value,

b) the period during which the society on the basis of this mandate Shares Becomes, not longer than 5 years, and

c) the highest and lowest price at which the power is given, while the acquisition of shares for consideration.

§ 302

Society can not itself or through another person acting in his own name and on behalf of a company to acquire its own shares if it would have brought about a decline under other legislation.

§ 303

To meet its obligations under § 301 and 302 corresponds to the board of directors.

§ 304

(1) The provisions of § 301 paragraph 1 point. a) shall not apply to the acquisition of own shares in order to avert grave harm to society is imminent, or if so stipulated in this Law.

(2) If the company pursuant to paragraph 1, the Board following the General Meeting of the reasons for and nature of the acquisition, the number and nominal value of shares acquired, or have a nominal value, the accountable par, of the subscribed share capital that they represent, and of the consideration given for the shares.

§ 305

The provisions of § 301 paragraph 1 point. a) does not apply to the acquisition of own shares by a company or through another person acting in his own name on behalf of the Company for resale to employees; disposes acquired shares in companies at least 1 year from the date of their acquisition.

§ 306

(1) The Company may acquire its own shares without meeting the conditions under § 301 to 303 when it comes to

a) to implement the decision of the General Meeting to reduce capital

b) as a universal legal successor, or in connection with the acquisition of plant or part thereof,

c) due to the implementation of obligations under other legislation or court decisions to protect minority shareholders

d) due to failure to repay the issue price shareholder, or

e) in court auction for the enforcement of recovery against the owner of the paid-up shares.

(2) The company may acquire shares in accordance with paragraph 1, with the exception of the acquisition pursuant to paragraph 1. a) the nominal value or piece shares to their book value reaches 10% of the capital. If the company will acquire shares referred to in paragraph 1 with the exception of the acquisition pursuant to paragraph 1. a) the amount referred to in the first sentence, disposes, within 3 years from the date of their acquisition of the portion exceeding 10% of the capital or the nominal or book value of more than 10% of the capital reduce capital and shares canceled.

(3) A company that obligation under paragraph 2 fails, the court may revoke its own motion and order its liquidation.

§ 307

In case of acquisition of own shares Board report contains the company's business and its assets as well such data

a) the reasons of acquisition, which occurred during the accounting period

b) the number and nominal value or, if the piece issued shares, book value of shares acquired and stolen during the reporting period and their share in the subscribed capital which they represent,

c) the number and nominal value or, if the piece issued shares, book value of shares owned by companies and their share in the subscribed capital, at the beginning and end of financial year

d) In case of acquisition or transfer for consideration, provided consideration for the shares and

e) the person from whom the number of shares acquired, unless they were acquired on a European regulated market.

§ 308

(1) Legal actions by which a company in contravention of this Act, acquired own shares is valid, unless the transferor has not acted in good faith.

(2) Shares acquired in contravention of this LAW, disposes, within 1 year from the date of their acquisition, otherwise it will lose, and reduce their nominal or book value of capital.

(3) A company that obligation under paragraph 2 fails, the court may revoke its own motion and order its liquidation.

§ 309

(1) A company that acquired own shares does not carry with them voting rights.

(2) The right to share in the profits associated with the shares owned by the Company terminates his maturity. Unpaid profit company transfers to retained earnings from previous years.

§ 310

The company may take its own shares as collateral under the conditions set out in this section for the acquisition of own shares; restriction does not apply to banks and financial institutions in respect of trades concluded in the ordinary course of business.

Financial Assistance

§ 311

Financial assistance may have provided, determine if the statutes and subject to at least the following conditions

a) financial assistance is provided under fair market conditions, particularly in respect of interest or securing financial assistance for the benefit of society,

b) the Board properly investigate the financial capacity of the person to whom financial assistance is provided,

c) provision of financial assistance approved in advance by the General Assembly, based on reports of the Board under subparagraph d) to take the decision requires the approval of at least two thirds of the votes of shareholders present,

d) The Board shall draw up a written report in which

1) provide financial assistance substantive reasons, including the benefits and risks of the company arising,

2) specify the conditions under which financial assistance will be provided, including the price at which shares will be receiving financial assistance obtained

3) drawing conclusions of the examination of financial eligibility under subparagraph b),

4), reasons for the granting of financial assistance in the interest of society is to help financial assistance for the acquisition of shareholdings from providing financial assistance shall be the price at which such shares will be obtained, reasonable,

e) provision of financial assistance will not reduce the subscribed equity capital plus funds which are not under this Act or the Statutes distributed to shareholders, taking into account any reduction in equity, which may occur when a company or other person on his behalf shall its shares

f) the company creates in the amount of financial assistance granted special reserve fund, § 317 shall apply mutatis mutandis.

§ 312

Report pursuant to § 311 point. d) Require a company without undue delay after the General Meeting approved the financial assistance, the collection of documents. The report shall be available to shareholders at the company from the date of convening the general meeting called to approve financial assistance and must be located within the same period the company's website and must be at that meeting freely available to shareholders.

§ 313

If financial assistance be provided to board members, controlling person company, a member of its statutory authority or a person acting with the company or any of the above persons in concert, or a person acting in his own name but on behalf of the above persons review the report under § 311 point. d) the company and these individuals generally recognized independent expert designated by the Supervisory Board. In his written report will assess the accuracy of the written report of the Board and shall refer specifically to whether the provision of financial assistance is not contrary to the interests of society to the provisions of § 312 shall apply mutatis mutandis.

§ 314

The provisions of § 311 point. a) to d) and § 312 shall not apply at the company to purchase its own shares or shares in the company's employees to staff its subsidiaries companies. Such shares to employees must be within 1 year from the date of their acquisition.

§ 315

The provisions of § 311 paragraph 1 point. a) to c) and f), § 312, § 313, second sentence, the semicolon and § 314 shall not apply to provide financial assistance to banks and financial institutions, as is the usual limits of their main activities.

The special reserve fund for own shares

§ 316

(1) A company that is recognized in balance sheet assets of its own shares, it creates the same amount of the special reserve fund.

(2) Special reserve fund company canceled or reduced if the shares in whole or in part, stolen or used to reduce capital.

(3) The Company is not entitled to use a special reserve fund except as provided in paragraph 2

§ 317

The creation or addition of a special reserve fund company may use retained earnings or other funds which may be used at your discretion.

Special provisions for groups of companies

§ 318

(1) This section shall apply by analogy to the subscription, acquisition of shares and stopping the controlling entity controlled by a person with the exception of § 304, § 306 paragraph 1 point. a) d) and § 309 paragraph 2 and the provisions for reductions in capital.

(2) Controlled person who acquired shares nezcizí controlling person, the court may cancel and order its liquidation.

§ 319

(1) The provisions of § 318 shall not apply if the controlled entity

a) act on behalf of another person, unless acting on behalf of the person controlling it, or on behalf of another entity controlled by the controlling person

b) is a trader in securities and in the case of negotiations carried out as part of its business as a dealer in securities, or

c) acquired the status of the controlled entity to acquire shares.

(2) The voting rights attached to shares acquired pursuant to paragraph 1 may not be exercised and the shares are included in calculating the ratio of equity share capital pursuant to § 301 paragraph 1 point. b).

§ 320

This section shall also apply mutatis mutandis to cases where the shares of a third person takes his own name on behalf of or on behalf of companies controlled by the person.

§ 321

(1) This section shall apply mutatis mutandis also to the outstanding shares, interim certificates were issued to, and other participating securities outstanding, unless this Act provides otherwise.

(2) Outstanding shares or own scrips or other outstanding equity securities only be acquired free of charge.

Section 5

Public offer to purchase or exchange of securities

§ 322

(1) Who makes public the draft contract to purchase or exchange of securities, it shall proceed according to § 323 to 325, without prejudice to the rules for takeover bids in accordance with the Law on takeover bids, public draft of the contract pursuant to the transformation of commercial companies and cooperatives, and rules for public offer of investment securities under the Act on Capital Market.

(2) Offer or purchase of securities exchange to a wider circle of persons otherwise than through a public contract proposal under paragraph 1 shall be prohibited. This does not apply if someone intends to offer redemption or exchange of securities

a) less than 100 persons

b) the aggregate nominal value does not exceed 1% of capital, or

c) exclusively regulated on the European market.

(3) Articles of Association may provide that at the participating securities do not apply paragraphs 1 and 2 and § 323 and 324, when an offer to buy or exchange during a consecutive 12 months made only to shareholders owning the securities together, the nominal value does not exceed 5% of the capital, this does not apply if the obligation to make public the draft contract law or other regulation.

§ 323

(1) The petitioner shall publish a public draft of the contract the manner provided by law and the company whose equity securities it intends to acquire (the "target company"), for convening the meeting.

(2) A public contract proposal contains at least

a) the name and permanent address of the applicant, particulars of sale or exchange contract, including data on the amount of consideration offered for each of the securities or the method of its determination,

b) the binding public the draft contract,

c) the grounds on which a public draft of the contract held.

§ 324

(1) The petitioner shall deliver a public version of the draft contract with a request for an opinion under paragraph 2 of the target company within 10 working days before publication.

(2) The Board of Directors of the target company handles public opinion on the draft contract and delivered to the applicant within 5 working days from the date on which the target company's contract proposal delivered to the public. For the content of this opinion shall apply mutatis mutandis the provisions governing the contents of the views of the target company under the law on takeover bids.

(3) If the directors of the target company violates the obligation to draw up an opinion, jointly and severally liable for the debt of compensation for the damage caused to the appellant pursuant to § 329th

§ 325

(1) petitioner draft contract with the public opinion of the Board shall publish the target company, if it passed at least 2 working days before the date of publication of public contract proposal.

(2) The provisions of paragraphs 1 and § 324 shall not apply if the petitioner herself the target company.

§ 326

(1) The public draft of the contract may not be withdrawn once it has been made. Change public draft of the contract is only possible if in its expressly stated or, if more convenient for applicants, such changes will be reflected in all contracts already concluded.

(2) The provisions of the takeover bids, to conclude the contract and the withdrawal procedure, including partial or conditional offer, shall apply mutatis mutandis.

Compulsory public draft contract

§ 327

Compulsory public draft contract is a public contract proposal made by the petitioner to fulfill the obligations imposed by law to purchase the securities.

§ 328

(1) If it is a mandatory public offer to contract, the amount of reasonable compensation to the value of securities. Proposer shall demonstrate the adequacy of consideration expert opinion to the provisions of § 251, paragraph 2 shall apply mutatis mutandis.

(2) Validity Period of the public proposal under paragraph 1 shall not be less than 4 weeks from the date of its publication in accordance with § 323 paragraph 1

§ 329

(1) if the applicant has breached an obligation to make public the draft contract, there is the legitimate owner of securities entitled to include the applicant contract for the purchase of securities for adequate consideration and the petitioner will be obliged to accept such a proposal.

(2) If the proposal is accepted within 15 working days of its receipt, it may be a legitimate owner of the securities contract claim in court or to demand compensation for the damage, not later than within 6 months from the date it was served with the closure agreement pursuant to paragraph 1 of § 390 paragraph 3 to 5 and paragraph 7 shall apply mutatis mutandis for damages.

(3) If it appears that the owners of the securities that were subject to public the draft contract, or received under the contract do not receive adequate consideration, can claim that their consideration is called the petitioner to the provisions of § 390 paragraph 3 to 5 and paragraph 7 shall apply mutatis mutandis.

§ 330

If they are subject to mandatory public offer to contract the securities which are admitted to trading on a regulated European market, the applicant shall design of the public the draft contract of the Czech National Bank, and evidence of the adequacy of the consideration offered for each participating securities; expert opinion pursuant to § 328 paragraph . 1, in this case required if the applicant otherwise properly justify the adequacy of consideration.

§ 331

(1) The Czech National Bank may, within 15 working days of receipt of a public contract proposal to issue a decision on the prohibition to make public the draft contract, or a call to eliminate defects in design, including insufficient justification adequacy of consideration.

(2) Issue a prohibition decision to make public the draft contract is the first procedural step; party to the proceedings before the Czech National Bank is the only applicant. Call to remove the defects referred to in paragraph 1 shall include instruction about the importance of its failure may have, and it is issued outside the administrative proceedings.

(3) The period referred to in paragraph 1 shall cease on the date of issue calls for removal of defects in the petition and ending not earlier than 15 working days from the date of expiry of the period to put the proposal.

(4) If the applicant fails to submit the draft contract or a public justification of the proposed consideration within the period specified in the invitation referred to in paragraph 1, or if the public contract proposal still shows defects, the Czech National Bank shall issue a decision on the prohibition to make public the draft contract.

§ 332

Mandatory public offer agreement pursuant to § 330 may be made only after vainly deadline for a decision on the ban to make public a draft agreement under § 331, unless the Czech National Bank before the expiry of the period under § 331 shall notify the applicant that it has completed the review.

Compulsory purchase of securities

§ 333

(1) Society, the General Assembly decided to exclude the securities from trading on a regulated European market, it will do within 30 days of this decision the draft contract.

(2) Paragraph 1 shall not apply if the securities traded on a regulated European market in which the issuer fulfills reporting obligations under the Act on Capital Market Undertakings or under similar arrangements state that is party to the Agreement on the European Economic Area.

§ 334

The Board of Directors without undue delay, notify the General Meeting of the exclusion of securities from trading on a regulated European market of the Czech National Bank and the regulated market on which they are traded, and publish the manner prescribed by law and the convening of the meeting.

§ 335

(1) If the decision by the General Assembly to change the type of shares or to limit the transferability of registered shares or dematerialized shares, or about the tightening will make the company on those shares within 30 days of entry of such facts in the Commercial Register of the public contract proposal.

(2) The Board shall, without undue delay in a manner determined by law and statutes for convening the meeting day, which was changed the type of shares or to restrict the transferability of the shares in the Commercial Register.

§ 336

In the public document attesting to the General Meeting must be mentioned by the owners of securities who voted to exclude from trading on a regulated European market, or to change the type of shares or to restrict the transferability of shares.

§ 337

Submitting them to the Czech National Bank pursuant to § 330, the time limit under § 333, paragraph 1 or § 335 places, in the course continues to the date on which the petitioner is entitled to make public the draft contract, or the date of the decision pursuant to § 331 paragraph 1 or 4 becomes final.

§ 338

Compulsory public draft contract must be determined by those who were at the date of the meeting the owners of the securities and for taking a decision under § 333, paragraph 1 or § 335 paragraph 1, did not vote.

§ 339

(1) An authorized person pursuant to § 338 may waive the right to repurchase the securities.

(2) Waiver of rights under paragraph 1 shall be in writing with a notarized signature or must be made at a general meeting, a statement of waiver of the general meeting shall be a public document attesting to the General Meeting.

(3) Waiver of rights under paragraph 2 shall have effect as against any subsequent assignee of the shares.

§ 340

Company pays the price of the securities acquired by compulsory public contract proposal within one month from the day following the date of expiry of the binding public the draft contract.

§ 341

Shareholders who voted to change the type of shares, restrictions on transferability of shares, the tightening or withdrawal of securities from trading on a regulated European market, buys securities from a company acquired by the company under § 333 to 340, according to the ratio of nominal values their shares or units by the number of shares owned by them, within 3 months from the date on which the company bought for the price the company paid for them, plus interest at the usual time the company has made public the draft contract. This does not apply if the company can sell shares more advantageously.

Section 6

Exchange of shares

§ 342

She decided to change the General Meeting of the type or form of shares or a share split to more shares with a lower nominal value or combination of multiple shares into one share, the company may issue new shares and set a deadline for submission of shares to the exchange after this change will incorporated.

§ 343

For the procedure for exchanging shares for shares of another type or form or in exchange of shares after the split or combination of multiple shares into one share with § 526 and § 531, paragraph 2 shall apply mutatis mutandis.

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