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c) the ratio between the financial value of the asset contribu-
tion to be transferred (or leased or created a right
in rem
) to
the income stated in the last financial statements and the
income stated in the last financial statements shall be more
than 50%.
B.
Regarding paragraph (f) above “f) Purchase or lease of a sub-
stantial part of the assets from the related parties”, transactions
are considered material when:
a) the ratio between the amount of the transaction and the
value of the company based on the mathematical weighted
average on a daily basis, 6 months prior to the date of the
board of directors’ resolution shall be more than 50%,
C.
The board of directors shall always determine the materiality
for each transaction, even though the above-stated thresholds in
paragraphs A and B are not reached.
D.
Regarding paragraph (c) above “c) Change of the scope of
business (in whole or in part considered as substantial)”, trans-
actions are considered material when:
a) Amendment of the articles of association resulting in the
main business being shifted to a side business of the com-
pany,
b) Decisions or transactions that may change the production
procedures for the goods and services that constitute the
main business of the company.
E.
Public announcement of material transactions must include the
board resolution on the decisions and the negotiations for the
materiality and relevant criteria, as well as the calculation of
the ratios.
General Assemblies Concerning the Material Transactions
Material transactions shall be submitted to the approval of the gen-
eral assembly.
In the general assembly, unless an explicit higher quorum is stated
in the articles of association, decisions relating to material transactions
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