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Large-Scale Transactions

Any transaction or series of interrelated transactions involving directly or indirectly the acquisition or alienation of more than 25% of the company’s assets or common stocks (including preferred stocks convertible into common ones) are considered “large-scale transactions.”  If the value of a large-scale transaction represents less than 50% of the company’s assets, a unanimous approval of the supervisory board is required.  In cases where the board fails to reach unanimity, or where the value of a transaction exceeds 50% of the company’s assets, a supermajority of three-fourths of all votes present at the general meeting is required in order to approve the transaction.  Excluding the large placement of stocks, transactions in the ordinary course of business are not deemed “large-scale transactions”.[1]

 


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