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g) In case of a capital increase, fulfillment of the responsibility of
subscribing in cash by setting off the debts arising from the
asset transfer, and
h) In case of a capital increase, if the funds exceed the existing
capital of the company and if such funds will be used for the
payment of debts, in whole or in part, owed to the related par-
ties, defined in the relevant regulations of the Capital Markets
Board, and which arise from non-cash asset transfers to the
company.
The Capital Markets Board may consider representations and war-
ranties given before becoming public, or transactions that may have a
material effect on the business or commercial life of the company
(even though no representations and warranties given before), as mate-
rial transactions.
The board of directors’ resolutions regarding material transactions
shall be announced to the public together with the value of the shares
subject to the right to dissociate, and by stating the votes of indepen-
dent directors.
For companies not traded on the stock exchange, it is not manda-
tory to announce the value of the shares subject to the right to dissoci-
ate.
Materiality
A.
Regarding paragraph (b) above “b) Transfer or lease or creation
of a right in rem over all or a substantial part of the assets”,
transactions are considered material when:
a) the ratio between the value of the assets in question in the
financial statements announced to the public to the total of
the assets in the financial statements announced to the pub-
lic shall be more than 50%, or
b) the ratio between the amount of the transaction to the value
of the company based on the mathematical weighted aver-
age on a daily basis, 6 months prior to the date of the board
of directors’ resolution shall be more than 50%, or
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NEWSLETTER 2014