SLOVENIA TAKEOVER ACT

Transcription

1 SLOVENIA TAKEOVER ACT Important Disclaimer This translation has been generously provided by the Ministry of Economy of the Republic of Slovenia. This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in the translation. The text should be used for information purposes only and appropriate legal advice should be sought as and when appropriate.

2 NATIONAL ASSEMBLY OF THE REPUBLIC OF SLOVENIA Number: /95-3/13 Ljubljana, 14 July 2006 AT ITS MEETING HELD ON 14 JULY, THE NATIONAL ASSEMBLY OF THE REPUBLIC OF SLOVENIA ADOPTED THE TAKEOVER ACT (ZPre-1) IN THE FOLLOWING WORDING TAKEOVER ACT (ZPre-1) I. GENERAL PROVISIONS Article 1 (Subject matter of the Act) This Act shall lay down the method, conditions and procedures relating to the takeover bid. Article 2 (Transposed EC Directives) This Act shall transpose the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (OJ L no. 142, , p. 12; hereinafter referred to as the "Directive 2004/25/EC) into the law of the Republic of Slovenia. Article 3 (Definitions) (1) The terms used in this Act shall have the following meaning: 1. "accepting party (hereinafter referred to as the "accepting party") shall mean the holder of securities of the offeree company that has accepted the takeover bid; 2. "brokerage company" shall mean a brokerage company, bank or other investment company that is licensed to perform services relating to securities and other financial instruments in the territory of the Republic of Slovenia; 3. "central register" shall mean the central register of book entry securities; 4.

3 5. "call option" shall mean a unilateral constitutive entitlement, the exercise of which represents the conclusion of a sales or conversion contract or entering into another legal transaction by which the holder of such option acquires shares of the offeree company with voting rights; 6. "Member State" shall mean a Member State of the European Community or of the European Economic Area; 7. "person" shall mean either a natural person or a legal entity; 8. "offeror" (hereinafter referred to as the "offeror") shall be any person that intends or should make a takeover bid under the terms and conditions and in the manner provided by this Act; 9. "registration member" shall be a brokerage company that has the status of a member of the securities clearing corporation (hereinafter referred to as "KDD") and that keeps accounts of book entry securities based on a contract with holders of such securities. (2) The terms "public corporation", "decision approving the prospectus" and "regulated market" used in this Act shall have the meaning as defined in the act regulating the securities market. (3) The terms "parent company", "management and supervision authorities" and "management" used in this Act shall have the meaning as defined in the act regulating commercial companies. Article 4 (Scope of application) (1) The provisions of this Act shall apply if the offeree company is a public corporation and if its voting shares are traded on the regulated market. (2) The provisions of this Act shall also apply if the offeree company is a jointstock company whose shares are not traded on the regulated market and has, on the last day of the year preceding the year that is relevant for the purpose of assessment of application of this Act, at least 250 shareholders and equity capital of not less than 1 billion tolars. Article 5 (Securities) According to this Act, the offeree company's securities (hereinafter referred to as "securities") shall be considered securities issued by this offeree company. 1. voting shares and 2. securities granting their holder the right to a call option. Article 6

4 (Proportion of voting rights) (1) In determining the proportion of voting rights of a person in the offeree company (hereinafter referred to as the "share of voting rights") for the purpose of this Act, account shall be taken of the voting rights derived from: 1. securities whose rightful holder is this person on its own behalf and for its own account; 2. securities whose rightful holder is another person on its own behalf and for the account of such person; 3. voting shares which give this person the right to exercise its voting rights at its sole discretion on the basis of a power of attorney conferred on it by the rightful holder unless the rightful holder gives it voting instructions and 4. call options held by this person on its own behalf and for its own account or by another person for its account, which are not included in the securities from Point 2 of the preceding Article but arise from another legal transaction. (2) In determining the proportion of voting rights arising from the call option it shall be deemed that a unilateral constitutive entitlement has been exercised and that the holder of this entitlement has already acquired the offeree company's shares which are the subject matter of the legal transaction entered into by the exercise of this entitlement. (3) The basis for determining the proportion of voting rights shall include: 1. voting rights arising from all shares of the offeree company, including own shares and shares for which the exercise of other shareholders' voting rights is restricted according this Act or other acts and 2. voting rights arising from call options that are taken into consideration in determining the proportion of voting rights of the person whose proportion is being determined. Article 7 (Takeover and takeover threshold) (1) The takeover represents a situation in which the offeror, alone or together with persons acting in concert with him, achieves the takeover threshold. (2) The offeree company's takeover threshold (hereinafter referred to as the "takeover threshold") shall be a 25% share of voting rights in this company. (3) In determining whether the persons acting in concert have achieved the takeover threshold, the share of voting rights shall be determined for each of them according to the provisions of the preceding Article, whereupon their shares shall be added up. Article 8 (Concerted action)

5 (1) Persons acting in concert shall be the persons that act in concert on the basis of an explicit or implicit, oral or written agreement and whose aim is to acquire or consolidate their control of the offeree company or to prevent the offeror from making a successful takeover bid. (2) The following persons shall be deemed to act in concert: 1. persons linked merely by circumstances associated with the acquisition of securities, such as: - the time period in which the securities were acquired, - amount of acquired holding, holdings already in their possession, shares held by other holders or - other circumstances associated with these acquisitions that point to a common intention of these persons; 2. members of the management or the supervisory board of the persons acting in concert; 3. members of the management or supervisory board together with persons that include members of these bodies; 4. persons interconnected as immediate family members or 5. persons that proposed the adoption of a resolution by the offeree company's general meeting on the appointment or discharge of members of the management or supervisory boards or of other resolution which is, according to the act regulating commercial companies, to be adopted by at least a three-fourths majority in decisions made by the represented equity capital, and who have achieved the adoption of this resolution by exercising the voting rights or otherwise. (3) The following persons shall be incontestably deemed to act in concert: 1. the controlled company and the controlling entity, 2. companies controlled by the same controlling entity or 3. the management company and investment funds managed by this company. (4) According to this Act, a controlling company shall be a company 1. in which another person has the majority of voting rights; 2. in which another person has the right to appoint or discharge the majority of management or supervisory board members and is, at the same time, a shareholder of this company; 4. of which another person is a shareholder and alone controls the majority of voting rights in accordance with an arrangement made with other shareholders or 5. on which another person has the right to exercise a controlling influence or control. (5) Another person from the preceding paragraph shall be the controlled company's controlling entity. (6) In estimating whether a person has the status of a controlling entity, the rights of such person from the third paragraph of this Article shall also include the rights of other persons in which this person has a majority equity interest or the majority of voting rights.

6 (7) According to this Act, immediate family members of individual persons shall be considered the following: 1. the person s spouse or a person with whom they live together in a long-term relationship that, under the act governing marriage and family relations, has the same legal consequences as marriage (hereinafter referred to as "common law marriage"), or with whom they live in a registered same-sex civil partnership; 2. that person's children or adoptive children who do not have full legal capacity and 3. other persons lacking full legal capacity who are under such person's guardianship. (8) Concerted action shall not considered to be the exercise of the voting right on the basis of organized collecting of proxies if they have been collected according to the act regulating commercial companies, unless it is only used to conceal an arrangement of which the object is to gain control over the offeree company. The authorized person shall notify the intention, reasons and method of organized collecting of proxies in the offeree company to the Securities Market Agency (hereinafter referred to as the "Agency" in advance; otherwise, it shall be presumed that the organized collection is proxies is only used to conceal the arrangement from the preceding sentence. (9) The Agency may, subject to the approval by the minister competent for the economy, lay down more detailed concerted action criteria according to this Act. Article 9 (Disclosure of information) (1) If this Act provides for the obligation of disclosure of information, it should be performed in the manner laid down for the publication of the prospectus by the act regulating the securities market and implementing regulations adopted on the basis thereof. (2) The takeover intention, takeover bid, change and cancellation of the takeover bid and its results shall also be published in a daily newspaper circulated throughout the territory of the Republic of Slovenia. Article 10 (Notification of holdings) (1) If a person achieves, exceeds or ceases to exceed a 5, 10, 15, 20 and 25 per cent, 1/3, 50 and 75 per cent share of voting rights (hereinafter referred to as the "qualifying holding), it shall notify thereof the issuer of securities and the Agency within four business days following the day when it has become or should have been aware of it.

7 (2) Notwithstanding the preceding paragraph, a member of the management or supervisory board of the company from Article 4 hereof shall notify the issuer of securities and the Agency of any acquisition or disposal of the proportion of voting rights within the time limit from the preceding paragraph. (3) The method of notification and the contents of the notification from the preceding paragraphs shall be laid down by the Agency. (4) The issuer of securities shall publish the notification from the first and the second paragraph of this Article not later than within three business days after its receipt. II. TAKEOVER BID Article 11 (Takeover bid) (1) The takeover bid shall be a publicly announced proposal for entering into a contract, which has been addressed to all holders of securities and the acceptance of which would represent the conclusion of a contract for sale of these securities between the offeror as the buyer and the accepting party as the seller. (2) A competitive bid shall be a takeover bid for the same securities as the takeover bid made by the first offeror (hereinafter referred to as "the first bid") and shall be published after the first bid and prior to the expiration of the time limit for acceptance of the first bid according to this Act. (3) The provisions of this Act relating to the takeover bid shall be applied to all types of takeover bids unless otherwise provided for individual types of takeover bids by this Act. Article 12 (Mandatory takeover bid) (1) According to this Act, a takeover bid shall be made by the offeror achieving the takeover threshold. (2) A renewed takeover bid shall be made by the offeror after having acquired a 10% share of voting rights (hereinafter referred to as "additional takeover threshold") after the completed successful takeover bid procedure. (3) The obligation of making a renewed takeover bid shall cease when the offeror that has already made a successful takeover bid acquires at least 75% of the offeree company's all voting shares (hereinafter referred to as "final takeover threshold").

8 (4) The provisions of this Act relating to the obligation of the offeror having achieved the takeover threshold shall also apply, mutatis mutandis, to the offeror that has achieved the additional takeover threshold. (5) With the commencement of the offeror's obligations according to the first or second paragraph of this Article, holders of securities shall not be entitled to request the offeror to enter into a contract for purchase of these securities, but voting rights of the offeror that is in breach of this obligation shall be suspended pursuant to Article 63 of this Act. Article 13 (Voluntary takeover bid) A takeover bid under this Act may also be made by the offeror that has not yet achieved a takeover threshold prior to the announcement of the intended takeover bid. Article 14 (Object of the takeover bid) (1) The object of the takeover bid shall be the offeree company's all securities that are not held by the offeror. (2) The effective date of the accepting party's statement of acceptance of the takeover bid shall be deemed as the date when the contract for sale of the entire amount of securities that are the object of this statement has been concluded. Article 15 (Mandatory takeover bid made by persons acting in concert) (1) If persons acting in concert together achieve the takeover threshold, they shall be jointly and severally liable to make a takeover bid according to this Act, unless they reach an agreement that only one or some of them will make the takeover bid. (2) Persons acting in concert shall be jointly and severally liable for the fulfilment of all obligations in the takeover procedure. The provisions of this Act governing the obligations of individual offerors shall apply, mutatis mutandis, to the joint and several obligations of persons acting in concert. (3) In the application of the provisions of the seventh paragraph of Article 16 and of the second and third paragraphs of Article 17 of this Act, mutatis mutandis, the joint and several liabilities of persons acting in concert shall be subject to the highest price paid by any of them.

9 (4) Mutual rights and obligations of persons acting in concert shall be assessed in proportion to the investment made by each of them in securities, unless they agree otherwise. Article 16 (Type of compensation) (1) The offeror may offer a cash consideration for securities (hereinafter referred to as the "cash bid") in his takeover bid. (2) As an alternative to cash consideration, the offeror's bid may also include securities which meet the conditions set out in Article 18 of this Act (hereinafter referred to as "substitute securities" and "substitute bid"). (3) The offeror may also offer substitute securities instead of paying a part of the price in cash (hereinafter referred to as the "combined bid"). (4) The offeror's bid may also include alternatively substitute securities or cash consideration, giving the holders of securities a right of choice (hereinafter referred to as "alternative bid"). (5) In the case of a combined bid, the offeror may also formulate an alternative bid in which the right to choose shall either apply only to the part of the price payable in cash or to that payable in substitute securities. (6) Notwithstanding the second, third and fourth paragraphs of this Article, the offeror, who has exceeded the takeover threshold contrary to this Act, shall make only a cash bid. (7) Notwithstanding the second, third and fifth paragraphs of this Article, the offeror who has, in the last 12 months prior to the publication of his takeover bid for cash consideration, acquired securities granting him a five or more per cent share of voting rights, shall make only a cash or alternative bid. Article 17 (Equitable price) (1) The price or conversion rate for substitute securities indicated in the takeover bid shall be the same for all securities of a particular class or type. (2) The price indicated in the takeover bid shall not be lower than the highest price at which the offeror acquired securities in the last twelve-month period prior to the publication of that bid.

10 (3) If the offeror acquires securities within one year after the expiration of the time limit for accepting the successful takeover bid at a price that is higher than the price in this bid, he shall pay to the accepting parties the difference in price within eight days of the acquisition. In the period between maturity date and the date of fulfilment of the offeror's liability from the preceding Article, Article 63 of this Act shall apply mutatis mutandis. (4) If the offeror's takeover bid includes substitute securities at a conversion rate according to which the accepting party would receive less than one substitute security for each security, he shall offer to pay to the accepting parties that do not hold an appropriate number of securities in order to receive substitute securities for the entire amount of securities that are the object of the takeover bid a difference in cash (hereinafter referred to as the "price difference"). Article 18 (Substitute securities) (1) The offeror's bid may include only securities issued by the offeror or a company superordinated to the offeror, which meet the following conditions: 1. that they have already been issued and admitted to trading on regulated markets (hereinafter referred to as "issued substitute securities) or 2. that they will be issued for the purpose of meeting the offeror's liabilities arising from the takeover bid (hereinafter referred to as "new substitute securities) and that they belong to the same class or type of securities as the already issued securities that have been admitted to trading on regulated markets. (2) Notwithstanding the preceding paragraph, the offeror's bid may include as substitute securities issued or new voting shares that are issued by the offeror or a company superordinated to the offeror and that are neither admitted to trading on regulated markets nor do they belong to the same class as securities admitted to trading on regulated markets provided that 1. the offeror makes an alternative bid or 2. that the object of the takeover bid are securities of the offeree company from the second paragraph of Article 4 of this Act. (3) The Agency may lay down more detailed characteristics of substitute securities as well as the terms and conditions regarding the characteristics of their trading. (4) If the object of the takeover bid are new shares, provisions of the act governing commercial companies regarding the increase of a company's share capital for the purpose of acquisition shall apply, mutatis mutandis, to the increase of the share capital required for their issue. (5) Provisions of the act governing the securities market relating to the public takeover bid shall not apply to new substitute securities.

11 (6) If the offeror's bid includes new substitute securities, it shall be deemed that the Agency, by granting an authorization for such takeover bid, also issued a decision approving the prospectus for such substitute securities Article 19 (Essential elements of takeover bid) (1) The takeover bid shall include the information about securities for which the bid is made. (2) Cash, combined and alternative bids shall also include the price quoted by the offeror, expressed in terms of the amount of cash consideration per security. (3) Substitute, combined and alternative bids shall also include the following: 1. information about substitute securities offered by the offeror and 2. conversion rate expressed as the number of substitute securities per security of the offeree company. (4) The takeover bid shall not include other conditions except resolutory and suspensive conditions laid down by this Act. Article 20 (Mandatory resolutory conditions) (1) If the acquisition of securities that are the object of the takeover bid is, in addition to the authorization from Article 32 hereof, subject to an authorization or approval by another authority, the takeover bid shall include a resolutory condition that shall become effective if, before the expiration of the time allowed for acceptance of the bid, the competent authority: 1. fails to issue such authorization or approval; 2. refuses to grant this authorization or approval or 3. grants the authorization or approval solely for the acquisition of a holding that is smaller than the proportion of securities representing the total amount of securities already acquired by the offeror and securities for which the accepting parties have already accepted this offeror's bid. (2) If the object of the takeover bid are new substitute securities, such bid shall also include a resolutory condition that shall become effective in the following cases: 1. for all new substitute securities: if the offeror or other issuer from the first paragraph of Article 18 hereof fails to give a complete order for issue of these securities within the time limit from the first paragraph of Article 58 hereof; 2. for new shares: - if the offeror's competent authority fails to adopt an appropriate decision to increase equity capital and, based on this decision, apply for legal registration of

12 equity capital increase prior to the expiration of the time allowed for acceptance of the bid or - if the competent court rejects the request for legal registration of such equity capital increase; 3. for new substitute securities that are not securities: if the offeror's competent authority fails to adopt am appropriate decision on issue of these securities prior to the expiration of the time allowed for acceptance of this bid. (3) All contracts concluded on the basis of acceptance of the takeover bid from the first or second paragraph of this Article shall be concluded subject to a resolutory condition included in the takeover bid. Article 21 (Successful bid threshold) (1) The successful bid threshold shall be the lowest percentage of all securities that the offeror is obliged to acquire, together with securities already in his possession, on the basis of the takeover bid in order to make the bid binding upon him. (2) The offeror may define the successful bid threshold in his takeover bid. (3) If the takeover bid defines the successful bid threshold, all contracts concluded on the acceptance of this bid shall be concluded subject to a suspensive condition, which shall become effective if the successful bid threshold has been achieved, and subject to a resolutory condition, which shall become effective if this threshold has not been achieved. (4) If the successful bid threshold has been achieved, the offeror shall publicly announce it on the next business day. Article 22 (Exceptions from the obligation to make a takeover bid) (1) Persons that have achieved a takeover threshold shall not be required to make a takeover bid if this threshold was achieved through acquisition of securities: 1. in a gratuitous transaction between spouses, cohabiting partners, partners in a registered same-sex civil partnership, or persons that are straight-line relatives up to five generations inclusive, or in the division of matrimonial property after divorce or annulment of marriage, on the termination of common law marriage or registered same-sex civil partnership; 2. by inheritance; 3. in a merger or split-up of a joint stock company by swapping its securities for securities of the legal entity that has been dissolved as a result of merger or split-up, provided that the purpose of merger or split-up was not the takeover of the offeree company;

13 4. by transferring securities from the offeror after making a takeover bid to persons that acted or that are considered to have acted in concert in making such bid, or to groups of companies; 5. by acquiring a majority holding in the offeror, the purpose of which was not to take over the offeree company or 6. by acquiring securities delivered to them as equity contributions or equity capital increase and if they have the status of holding companies. (2) Persons that have achieved the takeover threshold shall not be required to make a takeover bid if: 1. they have achieved this threshold as a result of a reduction of the company's share capital by way of withdrawing shares based on the resolution of the general meeting in the adoption of which they did not take part or 2. the proportion of voting rights of the offeree company held by another shareholder or other shareholders that together constitute a group according to the act governing commercial companies is higher than these persons' holdings. (3) The Agency may lay down more detailed criteria for acquiring securities from points 3., 5. and 6. of the first paragraph of this Article. (4) Persons exempt from the obligation to make a takeover bid according to the first or second paragraph of this Article shall be obliged to make a takeover bid according to this Act in case of further acquisition of securities unless it no longer achieves the takeover threshold. Article 23 (Authorized member) The takeover bid shall be made and other legal transactions relating to the takeover bid shall be carried out on behalf and for the account of the offeror by a brokerage company that has the status of a registration member (hereinafter referred to as the "authorized member"). III. TAKEOVER BID PROCEDURE Article 24 (Takeover intention) (1) Prior to announcing his takeover bid, the offeror shall notify his takeover intention (hereinafter referred to as "intention") to the Agency, the offeree company's management and the authority responsible for the protection of competition and shall publish his takeover intention on the same day. (2) The offeree company's management and the offeror shall notify employee representatives or, in their absence, the employees of the takeover bid without delay.

14 (3) Offerors who achieve the takeover threshold shall comply with their obligations from the first paragraph of this Article within three business days from the day when they achieve this threshold. Article 25 (Notice of arrangements) The offeree company's management shall notify the Agency of any arrangements or negotiations with the offeror or that there are no such ongoing arrangements or negotiations within two business days after the publication of the takeover intention. Article 26 (Statement of intention to take over) (1) Where the capital market situation shows that an offeror intends to take over a company, and if, in particular: 1. there is a takeover agreement between two persons; 2. the regulated market has seen a substantial increase in the price of a security, which could lead to the conclusion that a takeover bid will take place or 3. if the offeror's competent authority definitely sets the price in the takeover bid that has not yet been published, the Agency may request such offeror to make an explicit statement of his takeover intention within 24 hours from receipt of the Agency's request. (2) In the case from the preceding paragraph, the Agency may request the offeree company's management to make an explicit statement that they are familiar with the takeover intention within 24 hours from receipt of the Agency's request. (3) The offeror and the offeree company's management shall notify the Agency of the contents of the statement and publish it within the time limit from the first and the second paragraphs of this Article. Article 27 (Waiver of takeover intention) (1) If the offeror waives his takeover intention after the publication thereof, he shall not make another takeover bid one year after such waiver unless such waiver is approved by the Agency. (2) The Agency shall approve the waiver of takeover intention provided that the reasons for such waiver are the circumstances from Article 52 hereof.

15 Article 28 (The prospectus) (1) The offeror shall announce his takeover bid simultaneously with the bid document (hereinafter referred to as the "prospectus" not later than within 30 days and not earlier than within ten days after the announcement of the takeover intention. (2) The prospectus shall comprise all the necessary information so that holders of securities might make appropriate decisions regarding the acceptance of the takeover bid, an particularly the following: 1. personal name and residence or company name and registered office of the offeror; 2. Proportion and type of securities as well as the proportion of voting rights held by the offeror in the offeree company on the announcement of the takeover bid; 3. Essential components of the takeover bid from the first, second and third paragraphs of Article 19 of this Act; 4. Information about time limits and method of compliance with the offeror's liability that will arise from the acceptance of the takeover bid; 5. Definition of circumstances under which the offeror may withdraw his takeover bid; 6. Opening and closing dates for the acceptance of the takeover bid; 7. For takeover bids made subject to the resolutory condition from Article 20 of this Act: the contents of the resolutory condition; 8. If the takeover bid defines the successful bid threshold: the lowest percentage of the offeree company's all securities that the offeror is obliged to acquire, together with securities already in his possession, on the basis of the takeover bid in order to make the bid binding upon him; 9. Information about the method of depositing the cash amount or bank guarantee and description of the method of payment to the accepting parties 10. The offeror's intention regarding future operations of the offeree company as well as of the offeror company, if the latter is affected by the takeover bid, and regarding the protection of jobs of his employees and management, including any change in terms of employment and his strategy for both companies and possible consequences for employment and the company's registered office; 11. indication of the applicable law governing the concluded contracts and 12. appointment of the competent court. (3) If the offeror's bid includes substitute securities, the prospectus shall also include the following: 1. information about their issuer; 2. the last market price achieved for substitute securities prior to the announcement of the takeover bid and their book value; 3. exact specification of the holders' rights arising from substitute securities; 4. other information to be included in the prospect for admission of securities to the regulated market; 5. description of the procedure of transfer of offered substitute securities and 6. for substitute securities, also a description of their issuing procedure.

16 (4) The Agency may lay down more detailed contents of the prospectus. Article 29 (Responsibility for regularity of the prospectus) (1) If the prospectus includes false information, the persons who prepared it or took part in its preparation shall be jointly and severally liable to the holders of securities for damage if they knew of should have known that the information was false. (2) The persons referred to in the preceding paragraph shall also be liable for any damage if the prospectus lacks essential information that might influence the acceptance decision to be made by holders of the securities. The Agency shall not be responsible for the correctness or completeness of information set out in the prospectus. Article 30 (Amendment of the takeover bid) (1) After the takeover bid has been announced, the offeror may amend it only by: 1. offering a higher price or a more favourable conversion rate or 2. setting a lower successful bid threshold if any. (2) The offeror may amend the takeover bid not later than 14 days prior to the expiration of the time allowed for acceptance. (3) The offeror shall meet the following obligations prior to the expiration of the time limit from the preceding paragraph; otherwise, amendments to the takeover bid shall have no legal effect: 1. publish the amendment to the takeover bid; 2. notify the Agency and KDD of amendments to the takeover bid prior to its publication; 3. If he amends the takeover bid by offering a higher price: deposit an additional cash amount representing the difference between the modified and the original price according to the method set out in Article 36 of this Act; 4. If he amends the takeover bid by which he offers issued substitute securities by offering a more favourable conversion rate: deposit an appropriate additional amount of these securities in the manner set out in Article 37 of this Act. (4) If the offeror amends his takeover bid, it shall be considered that accepting parties that have accepted the takeover bid prior to the publication of such amendment have also accepted the takeover bid.

17 Article 31 (Closing dates for submitting a tender) (1) The deadline for accepting the takeover bid and eventual competitive bids shall be 60 days from the date of publication of the first takeover bid (hereinafter referred to as "the deadline"). (2) The time allowed for acceptance of the takeover bid shall not be less than 28 and not more than 60 days from the publication of the bid and not shorter than the ultimate deadline. (3) The expiration of the time allowed for acceptance of the takeover bid shall be extended in the following cases and for the following number of days; however, not beyond the expiration of the deadline. 1. In the case specified in the third paragraph of Article 21 of this Act: by 14 days, unless the announcement is published more than 14 days prior to the expiration of the first deadline; 2. If the offeror amends the takeover bid in accordance with the preceding Article: by seven days; 3. In case of a competitive bid: before the expiration of the time allowed for acceptance of the competitive bid if such time expires at a later date. Article 32 (Authorization to launch takeover bid) (1) Prior to the announcement of the takeover bid, the offeror shall obtain an authorization from the Agency (hereinafter referred to as the ("authorization to launch takeover bid"). (2) The Agency shall grant an authorization to launch a takeover bid provided that the following conditions have been met: 1. that the prospectus is made in accordance with Article 28 of this Act; 2. that the takeover bid is made in accordance with this Act; 3. that the offeror has deposited the cash amount or bank guarantee according to Article 36 of this Act; 4. if the offeror offers issued substitute securities: that he has deposited them in the manner laid down by Article 37 of this Act; 5. that substitute securities meet the requirements of this Act and regulations adopted on the basis thereof and 6. that the offeror has entered into a contract from the second paragraph of Article 35 of this Act and made an advance payment of the purchase price under this contract. (3) The Agency shall define the documents that the offeror should attach to his request for issue of the authorization to launch a takeover bid.

18 Article 33 (Availability of the prospectus) (1) The offeror shall send the prospectus and the announcement thereof to: 1. the offeree company's management, 2. authority responsible for protection of competition, 3. organizer of the regulated market, 4. KDD and 5. all brokerage companies. (2) Brokerage companies shall deliver to each holder of securities, for which they keep an account, immediately a free copy of the prospectus at his request. (3) The offeree company's management and the offeror shall deliver immediately a free copy of the prospectus to employee representatives, and, in their absence, to the employees themselves. Article 34 (Opinion of the offeree company's management) (1) The offeree company's management shall publish and substantiate its opinion on the takeover bid within ten days of its announcement (hereinafter referred to as "opinion on the takeover bid"). (2) The opinion on the takeover bid shall include the following: 1. assessment of effects of the potential takeover bid on the implementation of the offeree company's interests, particularly employment, and assessment of the offeror's strategic plans regarding the offeree company as well as their possible consequences on employment by this company and sites of operation, as defined by the prospectus; 2. disclosure of the contents of eventual arrangement between the offeror and the offeree company's management regarding the takeover bid or statement that there is no such arrangement; 3. disclosure of the contents of an eventual arrangement between the offeror and the offeree company's management regarding the method of exercising the voting rights arising from securities already held by the offeror or a statement that there is no such arrangement; 4. statement whether the members of the offeree company's management that hold securities that are the object of the takeover bid have accepted such bid and 5. well substantiated data about the last audited annual report by the offeree company, including an indication of the book value of voting shares that are the object of the takeover bid. (3) The offeree company's management shall communicate its opinion about the takeover bid simultaneously with its announcement to employee representatives, and, in their absence to employees themselves.

19 (4) If the offeree company's management receives a separate opinion of employee representatives about effects of the takeover bid on employment prior to the date of announcement (hereinafter referred to as "employee opinion"), it shall attach this opinion to the opinion on the takeover bid. In other cases, it shall publish it immediately after receipt. (5) If the opinion on the takeover bid or employee opinion contains false or misleading information, the persons that issued or cooperated in its issue shall be jointly and severally liable to holders of securities for damage if they knew or should have known of the false or misleading nature of such information. Article 35 (KDD's custody services associated with the takeover) (1) KDD shall perform the following custody services associated with takeover: 1. in a cash, alternative and combined bid: - acceptance of cash deposit or bank guarantee; - in case of a successful takeover bid: cash payment to accepting parties on behalf and for the account of the offeror or - in case of unsuccessful takeover bid: return of the deposited cash amount or bank guarantee to the offeror; 2. in a substitute, alternative and combined bid: - if the object of the takeover bid are issued substitute securities: their acceptance on deposit; - in case of a successful takeover bid: transfer of substitute securities to accepting parties on behalf and for the account of the offeror or - in case of unsuccessful takeover bid: return of deposited substitute securities to the offeror. (2) Prior to the announcement of the takeover bid, the offeror shall conclude with KDD a contract for services associated with the takeover bid and shall make an advance payment for these services. (3) KDD's terms of business adopted pursuant to the act regulating book entry securities shall also lay down in greater detail the procedures relating to custody services associated with the takeover bid. (4) The price of the services referred to in the first paragraph of this Article shall be set by KDD and laid down in the rates approved by the Agency. Article 36 (Cash deposit)

20 (1) Prior to announcing a cash bid, the offeror shall make a cash deposit into a special cash account with KDD, which is required for payment of all securities subject to the takeover bid. (2) In case of a combined bid, the offeror shall, prior to announcing his bid, make a cash deposit which is required for the part of the price to be paid in cash. (3) In case of alternative bid, the offeror shall, prior to announcing his bid in the manner from the first paragraph of this Article, make a cash deposit which is required for payment of all securities if all their holders chose to receive such payment in cash. (4) Instead of making a cash deposit from the preceding paragraphs, the offeror may deliver to KDD a guarantee issued by a bank established in a Member State, by which the bank irrevocably and unconditionally undertakes to pay at KDD's first request the amount required for the fulfilment of obligations towards accepting parties, with at least 30 days' validity after the expiration of the payment period. Article 37 (Restriction on holding of substitute securities) If the offeror's bid includes issued substitute securities, he shall deposit them with KDD prior to the announcement of the takeover bid and shall no longer freely dispose of such securities until he fulfils his obligations towards the accepting parties or until the Agency issues a decision establishing that the takeover bid is not successful. Article 38 (Non-acquisition of securities) The offeror shall not buy securities that are the object of this bid outside the procedure associated with this bid and laid down by this Act from the date of the announcement of the bid till the expiration of time allowed for acceptance of the bid. Any legal transaction entered into contrary to this provision shall be void. Article 39 (Disclosure of transactions) The offeror acting as individual and members of the offeror's management board and supervisory board and members of the offeree company's management and supervisory authorities shall, prior to the expiration of the time allowed for acceptance of the bid, send the Agency the following: 1. information about all securities transactions carried out by themselves, their immediate family and legal entities in which they have a majority holding or a share of voting rights in the 12 months prior to the beginning the time period allowed for acceptance of the takeover bid or

21 2. a statement that neither themselves nor other persons from the preceding item have carried out such transactions. Article 40 (Statement of acceptance of takeover bid) (1) The accepting party shall accept a takeover bid by making a written statement of acceptance (hereinafter referred to as the "statement of acceptance of the bid") to the registration member that keeps his book entry securities account to which all securities that are the object of the statement of acceptance of the bid are credited. (2) The statement of acceptance of the bid shall include the following: 1. the accepting party's statement of acceptance of the takeover bid and the type, class and amount of securities that are the object of such statement; 2. the accepting party's statement granting powers to the registration member from the preceding paragraph to send the statement of acceptance of the bid to the authorized member on behalf of and for the account of the accepting party; 3. the accepting party's statement granting powers to the authorized member to enter his order for transfer of securities that the object of the statement of acceptance of the bid in the central register by debiting the accepting party's account from the preceding paragraph and crediting the accepting party's takeover account (hereinafter referred to as the "accepting party's order"); 4. in case of a cash bid: the number of the accepting party's cash account to which the payment of the price or price difference should be credited, and 5. the accepting party's tax number. (3) The registration member shall send the statement of acceptance of the bid to the authorized member not later than on the next business day after receipt thereof. (4) The authorized member shall enter the accepting party's order in the central register not later than on the next business day after receipt of the accepting party's statement of acceptance of the bid. Article 41 (Effects of the statement of acceptance of takeover bid) (1) The accepting party's statement of acceptance of the takeover bid shall become effective as from the moment when the accepting party's order is entered in the central register.

22 (2) If pursuant to the act governing book entry securities and KDD's own rules of operation KDD refuses to register the accepting party's order, it shall be considered that the statement of acceptance of the takeover bid has not been made. (3) The coming into effect of the statement of acceptance of the takeover bid shall have the following legal consequences: 1. the accepting party as a seller and the offeror as a buyer shall enter into a contract for sale of securities that are the object of the above statement, at the price and under the conditions set out in the takeover bid; 2. the accepting party can no longer hold the securities that are the object of the above statement. (4) The statement of acceptance of the takeover bid from the first paragraph of this Article shall be deemed to include a power of attorney conferred to KDD to do the following: 1. if the takeover bid has been successful: to transfer the securities that are the object of the statement by debiting the accepting party's account established for the purpose of takeover, and crediting them to the offeror's account; or 2. if the takeover bid has not been successful: to transfer the securities that are the object of the statement by debiting the accepting party's account established for the purpose of takeover and crediting them to the accepting party's account from the first paragraph of the preceding Article. IV. COMPETITIVE BID Article 42 (Application of provisions on takeover bids) The provisions of other Chapters of this Act dealing with takeovers, shall apply mutatis mutandis to a competitive bid, unless otherwise provided in this Chapter. Article 43 (Special competitive bid requirements) (1) A competitive bid shall be published not later than ten days prior to the time limit allowed for acceptance of the first bid and not later than 28 days prior to the final date; failing which it shall have no legal effect. (2) A competitive bid shall not be submitted by any person who: 1. acts in concert with the offeror who made the first takeover bid, or 2. is the authorized member that made the first takeover bid on behalf and for the account of the offeror. Article 44

23 (Successful competitive bid threshold) (1) The offeror may define the successful bid threshold in its competitive bid only if the latter has been defined in the first bid and has not yet been reached before the date of publication of the competitive bid. (2) The successful bid threshold defined by the offeror's competitive bid in compliance with the provisions of the preceding paragraph shall not exceed the successful bid threshold defined by the first takeover bid. Article 45 (Right to denounce the first contract) The accepting parties that accept the first bid before the publication of the competitive bid shall have the right to denounce the contract concluded by accepting the first bid and to accept the competitive bid. Article 46 (Refusal of authorization) The Agency may refuse to grant an authorization for launching of a competitive bid when it is obviously speculative and when it is manifest that its sole purpose is to change the price of securities that are the object of the first takeover bid. V. RESTRICTIONS ON ACTIONS OF THE OFFEREE COMPANY'S MANAGEMENT Article 47 (Restrictions on actions of the offeree company) (1) From the date of receipt of the notice of intended takeover or, if the management does not receive such notice prior to the publication of the takeover intention, till the date of publication of the decision on announcement of takeover bid results, the company's management or supervision authorities shall be allowed to perform the following activities only subject to a resolution of the general meeting of shareholders: 1. increase the company's share capital; 2. enter into transactions outside the ordinary operations of the company; 3. take up actions or enter into transactions that could seriously jeopardize future operations of the company; 4. acquire its own shares or securities giving entitlement to them, and 5. carry out actions that might impede the bid. (2) Decisions of the offeree company's management or supervision authorities that have been taken before the date of publication of the notice of intended takeover

24 and have not been fully implemented shall, before they are implemented or completed, require the agreement of the offeree company's general meeting of shareholders, unless they are a part of the offeree company's ordinary operations and their implementation might impede the bid. (3) Any legal act that is contrary to the preceding paragraph shall be void. (4) Notwithstanding the time limits for convening the general meeting laid down by the act regulating commercial companies, the general meeting in which the shareholders decide on matters from the first and second paragraphs of this Article, shall be convened at least 14 days prior to the meeting. (3) The resolution of the general meeting by which shareholders decide on matters from the first and second paragraphs of this Article, shall be valid provided that at least a three-quarter majority vote of the represented share capital is achieved. (5) The Agency may provide a more detailed definition of actions referred to in point 5 of the first paragraph of this Article. Article 48 (Derogation from applying defensive mechanisms) (1) The offeree company's general meeting may adopt a resolution amending its articles of association binding the offeree company to observe the rules of derogation from applying defensive mechanisms from Article 49 of this Act (hereinafter referred to as "resolution derogating from applying defensive mechanisms"). (2) The resolution derogating from applying defensive mechanisms shall be valid only subject to the consent of holders of securities entitled to appoint and to discharge members of the management or supervision authority, in so far as such right is defined by the offeree company's articles of association. (3) The offeree company's general meeting may repeal the resolution derogating from applying defensive mechanisms at any time. (4) The resolution from the preceding paragraph shall be valid under the same conditions as are required for the resolution on adoption, except for the consent of holders of securities that have the right to nominate and to discharge members of the management or supervision authority. (5) If the resolution derogating from applying defensive mechanism is adopted before securities of the offeree company are admitted to trading on regulated markets, it shall contain a provision that it shall become effective when the securities of the company are admitted to trading on regulated markets. Notwithstanding other regulations governing the nullity of general meeting's resolutions, any general meeting resolution not containing the above provision shall be void.