Subject to the details set forth in the regulatory rules and procedures, the Company may dispose of or sell its own shares for any of the purposes set forth herein. Redeemed shares: shares that the company buys back in accordance with Article 112 of the ZGD. General meeting: a general meeting at which the company's shareholders are present in accordance with the provisions of the company's articles of association and the Companies Act.
For purposes of these Rules and Procedures, the shares retained by the Company do not count as part of the ownership of the public. Custody Center Regulations: the Security Custody Center Regulations approved by the board of the Authority. Corporate Governance Regulations: the Corporate Governance Regulations for listed joint stock companies issued by the Council of the Authority.
After deducting the value of the repurchase transaction, the Company must have sufficient working capital for a period of twelve (12) months. The amount of treasury shares may not exceed the amount of the Company's retained earnings. The Company must announce the approval of the repurchase transaction and its terms immediately after the relevant decision of the extraordinary General Meeting has been taken.
The Extraordinary General Assembly may at any time issue a resolution to change the share buyback objectives; For example, if the General Assembly approved the repurchase of 60,000 shares of the company, the extraordinary General Assembly can delegate the Board to carry out the repurchase in as many stages as it deems appropriate. The purchase transaction must not exceed 10% of the total amount approved by the General Assembly in one trading day.
However, this does not apply if the total amount approved by the General Assembly (or the remainder of the approved amount) is lower than 10% of the trading volume on the day before the repurchase transaction. The purchase transaction of the company must not cause the percentage of public ownership in the company's shares to decrease below the legal limit, i.e. 30% or any other percentage determined by the Authority. Such purchased shares would consist of the whole or part of the amount paid by the Company to the sellers of the shares, stock or asset purchased.
The company will not dispose of these shares during the period between the end of the period determined by the Assembly and the end of what was mentioned above. However, this does not apply if the amount approved by the General Assembly or the remaining amount is lower than 10% of the trading volume on the day before the repurchase transaction. A pledge on the shares is recorded, recorded and released in the Register of Shareholders in accordance with the provisions of the Depository Center Regulations.
The company that declares the distribution of dividends or by decision of the General Assembly or the Board (for interim dividends) will undertake to pay the amounts (representing the shares of each shareholder in the dividend) to the respective shareholders within 15 working days from the issuance of the resolution .
Period for trading of pre-emptive rights and the subscription in the new Shares
Rump Offering Period (if any)
Allocation of shares to subscribers
If it does not subscribe for such Shares by the end of the second subscription period, the rump shares resulting from not exercising such pre-emptive rights or selling them shall be offered during the remaining rump offering period. The indicative value of the subscription rights must reflect the difference between the market value of the Company's Shares during the trading period and the offer price, which is regularly calculated and published by the Exchange on its website during the trading period. The indicative value of the subscription rights must reflect the difference between the market value of the Company's Shares during the trading period and the offer price.
On the basis of a written authorization, a company shareholder can authorize another natural person, either one of the company's shareholders or another, if he is not a member of the management board or an employee of the company, to participate in the general meeting or extraordinary general meeting. meetings and votes on agenda items on his behalf. Such power of attorney must be in accordance with the form of power of attorney attached to the notice of meeting issued by the company and in the form specified in If the signatory is the legal representative of the shareholder of the transferor under a power of attorney before a notary, a copy of the said power of attorney must be attached to the power of attorney.
State that the power of attorney is for participation in the general meeting or extraordinary general meeting or extraordinary general meeting. Regardless of the information required in point (a) of this article, a shareholder may authorize another person, from shareholders of the company or others, provided that he is not a board member or employee of the company, to participate in the general meeting or extraordinary general meeting meetings on its behalf pursuant to a lawful power of attorney, provided that such power of attorney shall expressly state the representative's right to participate in general meetings and extraordinary general meetings. Such power of attorney must be sent to the Company within the first three (3) months of the financial year or within one (1) month from the date of acquisition of Shares in the Company.
Such letter shall be deemed an official proxy letter permitting such representatives to attend the General or Special Meeting. This power of attorney is different from the authorization mentioned in Article 48 (A), that the attendance of the holder is considered the attendance of the legal entity itself and not by proxy. If the bylaws of the Company do not include such a restriction, a single representative may accept more than one proxy letter from the Company's shareholders, attend meetings and vote on their behalf, regardless of the number of shares he holds. represents in a meeting, except when the power of attorney has been issued. by a shareholder if he/she owns only a number of shares that exceed the maximum number defined in the bylaws.
Such a proxy is valid if a meeting is postponed to a second or third meeting because the quorum of the first meeting for which the proxy was issued was not reached. To attend the General Meeting or Special Meeting of the Company on his/her behalf using contemporary technology. Article fifty-three Clarification The shareholder or his proxy must keep the original copy of the.
Any letter of authority issued in contravention of the Part shall be excluded and deemed null and void. The Company may accept proxies that are not received within the period specified in Article 53 of these rules and procedures, provided that they are handed over to the Company before the closing of the registration process of shareholders to attend the General Meeting or Special Meeting live
