Companies Law

1. Without prejudice to the Capital Market Law, a person, or more than one person acting in agreement, who increase their ownership to the extent that their share, individually or collectively, amounts directly or indirectly to 90% or more of the shares of a joint-stock company with voting rights, or who contract to unconditionally purchase such percentage, shall disclose the same to the company's shareholders. A shareholder of the company may, within 90 days from the date of disclosure, request the owner or buyer to make an offer to purchase his shares, in which case the owner or buyer shall make such offer to any person requesting to purchase such shares. 2. Without prejudice to the Capital Market Law, a shareholder who directly or indirectly owns 90% of the shares of a joint-stock company with voting rights and a person who, pursuant to a contract, unconditionally purchases such percentage may submit a request to the Competent Authority within at least 60 days from the date on which his share reaches such percentage or from the date on which he made the unconditional contract to purchase such percentage to obtain approval to submit a mandatory offer to obligate the other shareholders to sell him their shares. 3. A shareholder of a joint-stock company may, within 60 days from the submission date of an offer for the purchase of his shares in the company in accordance with paragraph (1) of this Article, or from the submission date of a mandatory offer for the purchase of his shares in the company in accordance with paragraph (2) of this Article, file an objection to the purchase price with the competent judicial authority. A mandatory offer made in accordance with paragraph (2) of this Article may only be suspended pursuant to a decision by the Competent Authority. Such mandatory offer shall be settled within seven days from the expiration date of the objection period, unless the competent judicial authority decides otherwise. 4. The Regulations shall set the rules necessary for implementing the provisions of this Article, including the rules related to disclosure, purchase price, and periods for the cases set out in paragraphs (1) and (2) of this Article. Chapter 3: Division of Companies