CELEX: 51977FC0091
Language: en
Date: 2007-04-24
Title: Proposal for a Directive …/…/EC of the European Parliament and of the Council of […] on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (Codified version)

EN

|[pic]                     |COMMISSION OF THE EUROPEAN COMMUNITIES                                                                           |

                                        Brussels,
                                        COM

                                                                  Proposal for a

                                          DIRECTIVE …/…/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

                                                                      of […]

    on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies
  within the meaning of the second paragraph of Article 48 of the Treaty, in respect of the formation of public limited liability companies and
                        the maintenance and alteration of their capital, with a view to making such safeguards equivalent

                                                                (Codified version)

                                                              EXPLANATORY MEMORANDUM

1.    In the context of a people’s Europe, the Commission attaches great importance to simplifying and clarifying Community law so as to make  it
       clearer and more accessible to the ordinary citizen, thus giving him new opportunities and the chance to make use of the  specific  rights
       it gives him.

       This aim cannot be achieved so long as numerous provisions that have  been  amended  several  times,  often  quite  substantially,  remain
       scattered, so that they must be sought partly in the original instrument and partly in later amending ones.  Considerable  research  work,
       comparing many different instruments, is thus needed to identify the current rules.

       For this reason a codification of rules that have frequently been amended  is  also  essential  if  Community  law  is  to  be  clear  and
       transparent.

2.    On 1 April 1987 the Commission therefore decided[1] to instruct its staff that all legislative acts should be codified after no  more  than
       ten amendments, stressing that this is a minimum requirement and that departments should endeavour to codify at even shorter intervals the
       texts for which they are responsible, to ensure that the Community rules are clear and readily understandable.

3.    The Conclusions of the Presidency of the Edinburgh  European  Council  (December 1992)  confirmed  this[2],  stressing  the  importance  of
       codification as it offers certainty as to the law applicable to a given matter at a given time.

       Codification must be undertaken in full compliance with the normal Community legislative procedure.

       Given that no changes of substance may be made to the instruments affected by codification, the European Parliament, the Council  and  the
       Commission have agreed, by an interinstitutional agreement dated 20 December 1994, that an accelerated procedure may be used for the fast-
       track adoption of codification instruments.

4.    The purpose of this proposal is to undertake a codification of  Council  Directive 77/91/EEC  of  13  December  1976  on  co-ordination  of
       safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning
       of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance
       and alteration of their capital, with a view to making such safeguards equivalent[3]. The new Directive will supersede  the  various  acts
       incorporated in it[4]; this proposal fully preserves the content of the acts being codified and hence does  no  more  than  bringing  them
       together with only such formal amendments as are required by the codification exercise itself.

5.    The codification proposal was drawn up on the basis of a preliminary consolidation, in all official languages, of Directive  77/91/EEC  and
       the instruments amending it, carried out by the Office for Official Publications  of  the  European  Communities,  by  means  of  a  data-
       processing system. Where the Articles have been given new numbers, the correlation between the old and the new numbers is shown in a table
       contained in Annex II to the codified Directive.

                                            ê 77/91/EEC (adapted)

                                                                  Proposal for a

                                          DIRECTIVE …/…/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

                                                                      of […]

    on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies
  within the meaning of the second paragraph of Article Ö 48 Õ of the Treaty, in respect of the formation of public limited liability companies
                      and the maintenance and alteration of their capital, with a view to making such safeguards equivalent

                                                            (Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Community, and in particular Article Ö 44 Õ (3) (g) thereof,

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Economic and Social Committee[5],

Acting in accordance with the procedure laid down in Article 251 of the Treaty[6],

Whereas:

                                            ê 

   1) Second Council Directive 77/91/CEE of 13 December 1976 on co-ordination of safeguards which, for the protection of the interests of members
      and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty,  in  respect
      of the formation of public limited liability companies and the maintenance and alteration of their capital, with  a  view  to  making  such
      safeguards equivalent[7] has been substantially amended[8]. In the interests of clarity  and  rationality  the  said  Directive  should  be
      codified.

                                            ê 77/91/EEC Recital 1 (adapted)

   2) The co-ordination provided for in Article Ö 44 (2) Õ (g) Ö of the Treaty Õ and in the General Programme for the abolition  of  restrictions
      on freedom of establishment, which was begun by Ö First Council Õ Directive 68/151/EEC Ö of 9 March 1968  on  co-ordination  of  safeguards
      which, for the protection of the interests of members and others, are required by Member States of companies  within  the  meaning  of  the
      second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community Õ[9], is especially
      important in relation to public limited liability companies, because their activities predominate in the economy of the Member  States  and
      frequently extend beyond their national boundaries.

                                            ê 77/91/EEC Recital 2

   3) In order to ensure minimum equivalent protection for both shareholders and  creditors  of  public  limited  liability  companies,  the  co-
      ordination of national provisions relating to their  formation  and  to  the  maintenance,  increase  or  reduction  of  their  capital  is
      particularly important.

                                            ê 77/91/EEC Recital 3 (adapted)

   4) In the Community, the statutes or instrument of incorporation of a  public  limited  liability  company  must  make  it  possible  for  any
      interested person to acquaint himself with the basic particulars of the company, including the exact composition of its capital.

                                            ê 77/91/EEC Recital 4

   5) Community provisions should be adopted for maintaining the capital, which constitutes the creditors' security, in particular by prohibiting
      any reduction thereof by distribution to shareholders where the latter are not entitled to it and by imposing limits on the company's right
      to acquire its own shares.

                                            ê 92/101/EEC Recital 2

   6) The restrictions on a company's acquisition of its own shares apply not only to acquisitions made by a company itself  but  also  to  those
      made by any person acting in his own name but on the company's behalf.

                                            ê 92/101/EEC Recital 3

   7) In order to prevent a public limited-liability company from using another company in which it holds a majority of the voting rights  or  on
      which it can exercise a dominant influence to make such acquisitions without complying with the restrictions imposed in that  respect,  the
      arrangements governing a company's acquisition of its own shares should be extended to cover the most important and most frequent cases  of
      the acquisition of shares by such other companies. Those arrangements should be extended to cover subscription for  shares  in  the  public
      limited-liability company.

                                            ê 92/101/EEC Recital 5 (adapted)

   8) Where the relationship between a public limited-liability company and another company such as referred to in the Ö above Õ recital is  only
      indirect, it would appear to be justified to relax the provisions applicable  when  that  relationship  is  direct  by  providing  for  the
      suspension of voting rights as a minimum measure for the purpose of achieving the aims of this Directive.

                                            ê 77/91/EEC Recital 6

   9) Furthermore, it is justifiable to exempt cases in which the specific nature of a professional activity rules out the possibility  that  the
      objectives of this Directive may be endangered.

                                            ê 92/101/EEC Recital 4 (adapted)

  10) Whereas in order to prevent the circumvention of Ö this Directive Õ companies governed by Directive [68/151/EEC] and companies governed  by
      the laws of third countries and having comparable legal forms should also be covered.

                                            ê 77/91/EEC Recital 5(adapted) (adapted)

  11) It is necessary, having regard to the objectives of Article Ö 44 Õ (3) (g) Ö of the Treaty Õ , that the Member States' laws relating to the
      increase or reduction of capital ensure that the principles of equal treatment of shareholders in the same position and  of  protection  of
      creditors whose claims exist prior to the decision on reduction are observed and harmonised.

                                            ê 2006/68/EC Recital 6

  12) In order to enhance standardised creditor protection in all Member States, creditors should be able to resort, under certain conditions, to
      judicial or administrative proceedings where their claims are at stake as a consequence of a reduction in the capital of a  public  limited
      liability company.

                                            ê 2006/68/EC Recital 7

  13) In order to ensure that market abuse is prevented, Member States should take into account,  for  the  purpose  of  implementation  of  this
      Directive, the provisions of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on  insider  dealing  and
      market manipulation (market abuse)[10], Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the
      European Parliament and of the Council as regards exemptions  for  buy-back  programmes  and  stabilisation  of  financial  instruments[11]
      and Commission Directive 2004/72/EC of 29 April 2004 implementing Directive 2003/6/EC of the European Parliament  and  of  the  Council  as
      regards accepted market practices, the definition of inside information in relation to derivatives on commodities, the drawing up of  lists
      of insiders, the notification of managers' transactions and the notification of suspicious transactions[12].

                                            ê .

  14) This Directive should be without prejudice to the obligations of the Member States relating  to  the  time-limits  for  transposition  into
      national law and application of the Directives set out in Annex I, Part B,

                                            ê 77/91/EEC (adapted)

HAVE ADOPTED THIS DIRECTIVE:

                                                                    Article 1

1. The co-ordination measures prescribed by this Directive shall apply to the provisions laid down by law, regulation  or  administrative  action
in Member States relating to the following types of company:

     – in Belgium:

       société anonyme / naamloze vennootschap;

                                            ê 2006/99/EC Art. 1 and Annex pt. A(2)

     – in Bulgaria:

      акционерно дружество;

                                            ê 2003 Act of Accession (adapted)

     – Ö in Õ the Czech Republic:

     – akciová spolecˇnost;

                                            ê 77/91/EEC (adapted)

     – in Denmark:

      aktieselskabet;

     – in Germany:

       Aktiengesellschaft;

                                            ê 2004 Act of Accession, p. 339 (adapted)

     – Ö in Õ Estonia:

     – aktsiaselts;

                                            ê 77/91/EEC (adapted)

     – in Ireland:

       public company limited by shares,

                                            ê 1979 Act of Accession Art. 21 and Annex I, p. 89 (adapted)

     – in Greece:

       ανώνυμη εταιρία,

                                            ê 1985 Act of Accession Art. 26 and Annex I, p. 157 (adapted)

     – in Spain:

     – sociedad anónima,

                                            ê 77/91/EEC (adapted)

     – in France:

       société anonyme;

      the public company limited by guarantee and having a share capital;

     – in Italy:

       società per azioni;

                                            ê 2003 Act of Accession, p. 339

     – in Cyprus:

     – Δημόσιες εταιρείες περιορισμένης ευθύνης με μετοχές, δημόσιες εταιρείες

     – περιορισμένης ευθύνης με εγγύηση που διαθέτουν μετοχικό κεφάλαιο;

     – in Latvia:

     – akciju sabiedrı¯ba;

     – in Lithuania:

     – akcine˙ bendrove˙;

                                            ê 77/91/EEC (adapted)

     – in Luxembourg:

       société anonyme;

                                            ê 2006/68/EC Art. 1(1)

     – in Hungary:

     – nyilvánosan működő részvénytársaság;

                                            ê 2003 Act of Accession, p.339

     – in Malta:

     – kumpanija pubblika/public limited liability company;

                                            ê 77/91/EEC (adapted)

     – in The Netherlands:

       naamloze vennootschap;

                                            ê 1994 Act of Accession (adapted)

     – in Austria:

     – Aktiengesellschaft;

                                            ê 2003 Act of Accession, p.339

     – in Poland:

     – spółka akcyjna;

                                            ê 1985 Act of Accession (adapted)

     – in Portugal:

       sociedade anónima de responsabilidade limitada;

                                            ê 2006/99/EC Art. 1 and Annex pt. A(2)

     – in Romania:

      societate pe acţiuni;

                                            ê 2003 Act of Accession, p. 339

     – in Slovenia:

     – delniška druzˇba;

     – in Slovakia:

     – akciová spolocˇnost’;

                                            ê 1994 Act of Accession

     – in Finland:

      osakeyhtiö / aktiebolag;

     – in Sweden:

aktiebolag;

                                            ê 77/91/EEC (adapted)

     – in the United Kingdom:

       public company limited by shares,

       public company limited by guarantee and having a share capital.

                                            ê 77/91/EEC (adapted)

The name for any company of the above types shall comprise or be accompanied by a description which is distinct from the description required  of
other types of companies.

2. The Member States may decide not to apply this Directive to investment companies with variable capital and to  co-operatives  incorporated  as
one of the types of company listed in paragraph 1. In so far as the laws of the Member States make use of this option, they  shall  require  such
companies to include the words «investment company with variable capital» or  «co-operative»  in  all  documents  indicated  in  Article  [4]  of
Directive [68/151/EEC].

The expression «investment company with variable capital», within the meaning of this Directive, means only those companies:

     – the exclusive object of which is to invest their funds in various stocks and shares, land or other assets with the sole aim  of  spreading
       investment risks and giving their shareholders the benefit of the results of the management of their assets,

     – which offer their own shares for subscription by the public, and

     – the statutes of which provide that, within the limits of a minimum and maximum capital, they may at  any  time  issue,  redeem  or  resell
       their shares.

                                                                    Article 2

The statutes or the instrument of incorporation of the company shall always give at least the following information:

(a)   the type and name of the company;

(b)   the objects of the company;

(c)   when the company has no authorised capital, the amount of the subscribed capital;

(d)   when the company has an authorised capital, the amount thereof and also the amount of the capital subscribed at the  time  the  company  is
       incorporated or is authorised to commence business, and at the time of any change in the authorised capital, without prejudice to  Article
       [2 (1) (e)] of Directive [68/151/EEC];

(e)   in so far as they are not legally determined, the rules governing the number of and the procedure for  appointing  members  of  the  bodies
       responsible for representing the company with regard to third parties, administration, management, supervision or control of  the  company
       and the allocation of powers among those bodies;

(f)   the duration of the company, except where this is indefinite.

                                                                    Article 3

The following information at least must appear in either the statutes or the instrument of incorporation or  a  separate  document  published  in
accordance with the procedure laid down in the laws of each Member State in accordance with Article [3] of Directive [68/151/EEC]:

(a)   the registered office;

(b)   the nominal value of the shares subscribed and, at least once a year, the number thereof;

(c)   the number of shares subscribed without stating the nominal value, where such shares may be issued under national law;

(d)   the special conditions if any limiting the transfer of shares;

(e)   where there are several classes of shares, the information under (b), (c) and (d) for each class and the rights attaching to the shares  of
       each class;

(f)   whether the shares are registered or bearer, where national law provides for both types, and any provisions relating to the  conversion  of
       such shares unless the procedure is laid down by law;

(g)   the amount of the subscribed capital paid up at the time the company is incorporated or is authorised to commence business;

(h)   the nominal value of the shares or, where there is not nominal value, the number of shares issued for a consideration other than  in  cash,
       together with the nature of the consideration and the name of the person providing this consideration;

(i)   the identity of the natural or legal persons or companies  or  firms  by  whom  or  in  whose  name  the  statutes  or  the  instrument  of
       incorporation, or where the company was not formed at the same time, the drafts of these documents, have been signed;

(j)   the total amount, or at least an estimate, of all the costs payable by the company or chargeable to it by  reason  of  its  formation  and,
       where appropriate, before the company is authorised to commence business;

(k)   any special advantage granted, at the time the company is formed or up to the time it  receives  authorisation  to  commence  business,  to
       anyone who has taken part in the formation of the company or in transactions leading to the grant of such authorisation.

                                                                    Article 4

1. Where the laws of a Member State prescribe that a company may not commence business without authorisation, they shall also make provision  for
responsibility for liabilities incurred by or on behalf of the company during the period before such authorisation is granted or refused.

2. Paragraph 1 shall not apply to liabilities under contracts concluded by the company conditionally upon  its  being  granted  authorisation  to
commence business.

                                                                    Article 5

1. Where the laws of a Member State require a company to be formed by more than one member, the fact that all the shares are held by  one  person
or that the number of members has fallen below the legal minimum after incorporation of the company shall not lead to the  automatic  dissolution
of the company.

2. If in the cases referred to in paragraph 1, the laws of a Member State permit the company to be wound up by order  of  the  court,  the  judge
having jurisdiction must be able to give the company sufficient time to regularise its position.

3. Where such a winding up order is made the company shall enter into liquidation.

                                                                    Article 6

                                            ê 77/91/EEC (adapted)
                                            è1 Act of Accession of A, S and FIN Art. 29 and Annex I, p.194

1. The laws of the Member States shall require that, in order that a company may be incorporated or obtain authorisation to commence business,  a
minimum capital shall be subscribed the amount of which shall be not less than 25 000 è1 Ö euros Õ  ç.

è1   ç

è1   ç  è1   ç

2. Every five years the Council, acting on a proposal from the Commission, shall examine and, if need be, revise the  amount  expressed  in  this
Article in è1 Ö euros Õ  ç in the light of economic and monetary trends in the Community and of the tendency  towards  allowing  only  large  and
medium-sized undertakings to opt for the types of company listed in Article 1 (1).

                                            ê 77/91/EEC

                                                                    Article 7

The subscribed capital may be formed only of assets capable of economic assessment. However, an undertaking to perform work  or  supply  services
may not form part of these assets.

                                                                    Article 8

1. Shares may not be issued at a price lower than their nominal value, or, where there is no nominal value, their accountable par.

2. However, Member States may allow those who undertake to place shares in the exercise of their profession to pay less than the total  price  of
the shares for which they subscribe in the course of this transaction.

                                                                    Article 9

1. Shares issued for a consideration must be paid up at the time the company is incorporated or is authorised to commence business  at  not  less
than 25 % of their nominal value or, in the absence of a nominal value, their accountable par.

2. However, where shares are issued for a consideration other than in cash at the time the company is incorporated or is authorised  to  commence
business, the consideration must be transferred in full within five years of that time.

                                                                    Article 10

1. A report on any consideration other than in cash shall be drawn up before the company is incorporated or is authorised to  commence  business,
by one or more independent experts appointed or approved by an administrative or judicial authority. Such experts may be natural persons as  well
as legal persons and companies or firms under the laws of each Member State.

2. The experts' report shall contain at least a description of each of the assets comprising the consideration as  well  as  of  the  methods  of
valuation used and shall state whether the values arrived at by the application of these methods correspond at least to the  number  and  nominal
value or, where there is no nominal value, to the accountable par and, where appropriate, to the premium on the shares to be issued for them.

3. The experts' report shall be published in the manner laid down by the laws of each Member State, in accordance with Article [3]  of  Directive
[68/151/EEC].

4. Member States may decide not to apply this Article where 90 % of the nominal value, or where there is no nominal  value,  of  the  accountable
par, of all the shares is issued to one or more companies for a consideration other than in cash, and where the following requirements are met:

(a)   with regard to the company in receipt of such consideration, the persons referred to in Article 3 (i) have  agreed  to  dispense  with  the
       experts' report;

(b)   such agreement has been published as provided for in paragraph 3;

(c)   the companies furnishing such consideration have reserves which may not be distributed under the law or  the  statutes  and  which  are  at
       least equal to the nominal value or, where there is no nominal value, the accountable par of the shares  issued  for  consideration  other
       than in cash;

(d)   the companies furnishing such consideration guarantee, up to an amount equal to that indicated in point (c), the  debts  of  the  recipient
       company arising between the time the shares are issued for a consideration other than in cash and one year after the publication  of  that
       company's annual accounts for the financial year during which such consideration was furnished. Any transfer of these shares is prohibited
       within this period;

(e)   the guarantee referred to in point (d) has been published as provided for in paragraph 3;

(f)   the companies furnishing such consideration shall place a sum equal to that indicated in  point  (c)  into  a  reserve  which  may  not  be
       distributed until three years after publication of the annual accounts of the recipient company for the financial year during  which  such
       consideration was furnished or, if necessary, until such later date as all claims relating to the guarantee referred to in point (d) which
       are submitted during this period have been settled.

                                            ê 2006/68/EC Art. 1(2)

                                                                    Article 11

      1. Member States may decide not to apply Article 10(1), (2) and (3) where, upon a  decision  of  the  administrative  or  management  body,
       transferable securities as defined in point 18 of Article 4(1) of Directive 2004/39/EC of the European Parliament and of  the  Council  of
       21 April 2004 on markets in financial instruments[13] or money-market instruments as defined in point 19 of Article 4(1) of that Directive
       are contributed as consideration other than in cash, and those securities or money-market instruments are valued at the  weighted  average
       price at which they have been traded on one or more regulated market(s) as defined in point 14 of Article 4(1) of that Directive during  a
       sufficient period, to be determined by national law, preceding the effective date of the  contribution  of  the  respective  consideration
       other than in cash.

      However, where that price has been affected by exceptional circumstances that would significantly change the value  of  the  asset  at  the
       effective date of its contribution, including situations where the market for such transferable securities or money-market instruments has
       become illiquid, a revaluation shall be carried out on the initiative and under the responsibility of  the  administrative  or  management
       body. For the purposes of the aforementioned revaluation, Article 10(1), (2) and (3) shall apply.

      2. Member States may decide not to apply Article 10(1), (2) and (3) where, upon a  decision  of  the  administrative  or  management  body,
       assets, other than the transferable securities and money-market instruments referred to in paragraph 1, are contributed  as  consideration
       other than in cash which have already been subject to a fair value opinion by a recognised independent  expert  and  where  the  following
       conditions are fulfilled:

            (a) the fair value is determined for a date not more than six months before the effective date of the asset contribution;

            (b) the valuation has been performed in accordance with generally accepted valuation standards and principles in  the  Member  State,
           which are applicable to the kind of assets to be contributed.

      In the case of new qualifying circumstances that would significantly change the fair value of the  asset  at  the  effective  date  of  its
       contribution, a revaluation shall be carried out on the initiative and under the responsibility of the administrative or management  body.
       For the purposes of the aforementioned revaluation, Article 10(1), (2) and (3) shall apply.

      In the absence of such a revaluation, one or more shareholders holding an aggregate percentage of at least 5 % of the company's  subscribed
       capital on the day the decision on the increase in the capital is taken may demand a valuation by an independent  expert,  in  which  case
       Article 10(1), (2) and (3) shall apply. Such shareholder(s) may submit a demand up until the effective date  of  the  asset  contribution,
       provided that, at the date of the demand, the shareholder(s) in question still hold(s) an aggregate percentage of  at  least  5 %  of  the
       company's subscribed capital, as it was on the day the decision on the increase in the capital was taken.

      3. Member States may decide not to apply Article 10(1), (2) and (3) where, upon a  decision  of  the  administrative  or  management  body,
       assets, other than the transferable securities and money-market instruments referred to in paragraph 1, are contributed  as  consideration
       other than in cash whose fair value is derived by individual asset from the statutory accounts of the  previous  financial  year  provided
       that the statutory accounts have been subject to an audit in accordance with Directive 2006/43/EC of the European Parliament  and  of  the
       Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts[14].

      The second and third subparagraphs of paragraph 2 shall apply mutatis mutandis.

                                                                    Article 12

      1. Where consideration other than in cash as referred to in Article 10a occurs without an expert's  report  as  referred  to in  Article 10
       (1), (2) and (3), in addition to the requirements set out in point (h) of Article 3 and within one month after the effective date  of  the
       asset contribution, a declaration containing the following shall be published:

            (a) a description of the consideration other than in cash at issue;

            (b) its value, the source of this valuation and, where appropriate, the method of valuation;

            (c) a statement whether the value arrived at corresponds at least to the number, to the nominal value or, where there is  no  nominal
           value, the accountable par and, where appropriate, to the premium on the shares to be issued for such consideration;

            (d) a statement that no new qualifying circumstances with regard to the original valuation have occurred.

      That publication shall be effected in  the  manner  laid  down  by  the  laws  of  each  Member  State  in  accordance  with  Article 3  of
       Directive 68/151/EEC.

      2. Where consideration other than in cash is proposed to be made without an expert's report as referred to in Article 10 (1),  (2)  and (3)
       in relation to an increase in the capital proposed to be made under Article 29(2), an announcement containing the date when  the  decision
       on the increase was taken and the information listed in paragraph 1 shall be published, in the manner laid down by the laws of each Member
       State in accordance with Article 3 of Directive 68/151/EEC, before the contribution of the asset as consideration other than in cash is to
       become effective. In that event, the declaration pursuant to paragraph 1 shall  be  limited  to  the  statement  that  no  new  qualifying
       circumstances have occurred since the aforementioned announcement was published.

      3. Each Member State shall provide for adequate safeguards ensuring compliance with the procedure  set  out  in  Article   11  and in  this
       Article where a contribution for a consideration other than in cash is made without an expert's report as referred to in  Article 10  (1),
       (2) and (3).

                                            ê 77/91/EEC (adapted)
                                            è1 2006/68/EC Art. 1(3)(a)
                                            è2 2006/68/EC Art. 1(3)(b)

                                                                    Article 13

1. If, before the expiry of a time limit laid down by national law of at least two years  from  the  time  the  company  is  incorporated  or  is
authorised to commence business, the company acquires any asset belonging to a person or company or firm referred to  in  Article  3  (i)  for  a
consideration of not less than one-tenth of the subscribed capital, the acquisition shall be examined and details of it published in  the  manner
provided for in è1 Article 10(1), (2) and (3) ç and it shall be submitted for the approval of the general meeting. è2 Articles  11 and  12  shall
apply mutatis mutandis. ç

Member States may also require these provisions to be applied when the assets belong to a shareholder or to any other person.

2. Paragraph 1 shall not apply to acquisitions effected in the normal course of the company's business, to acquisitions effected at the  instance
or under the supervision of an administrative or judicial authority, or to stock exchange acquisitions.

                                                                    Article 14

Subject to the provisions relating to the reduction of subscribed capital, the shareholders may not be released from the  obligation  to  pay  up
their contributions.

                                                                    Article 15

Pending co-ordination of national laws at a subsequent date, Member States shall adopt the measures necessary to require provision  of  at  least
the same safeguards as are laid down in Articles 2 to 14 in the event of the conversion  of  another  type  of  company  into  a  public  limited
liability company.

                                                                    Article 16

Articles 2 to 15 shall not prejudice the provisions of Member States on competence and procedure relating to the modification of the statutes  or
of the instrument of incorporation.

                                                                    Article 17

1.    Except for cases of reductions of subscribed capital, no distribution to shareholders may be made when on the  closing  date  of  the  last
financial year the net assets as set out in the company's annual accounts are, or following such a distribution  would  become,  lower  than  the
amount of the subscribed capital plus those reserves which may not be distributed under the law or the statutes.

2.    Where the uncalled part of the subscribed capital is not included in the assets shown in the balance sheet, this amount shall  be  deducted
from the amount of subscribed capital referred to in paragraph 1.

3.    The amount of a distribution to shareholders may not exceed the amount of the profits at the end  of  the  last  financial  year  plus  any
profits brought forward and sums drawn from reserves available for this purpose, less any losses brought forward and sums placed  to  reserve  in
accordance with the law or the statutes.

4.    The expression «distribution» used in subparagraphs (1) and (3) includes in particular the payment of dividends and  of  interest  relating
to shares.

5. When the laws of a Member State allow the payment of interim dividends, the following conditions at least shall apply:

(a)   interim accounts shall be drawn up showing that the funds available for distribution are sufficient; 

(b)   the amount to be distributed may not exceed the total profits made since the end of the last financial year for which the  annual  accounts
       have been drawn up, plus any profits brought forward and sums drawn from reserves available for this purpose, less losses brought  forward
       and sums to be placed to reserve pursuant to the requirements of the law or the statutes.

                                            ê 77/91/EEC (adapted)

6. Paragraphs 1 Ö to 5 Õ shall not affect the provisions of the Member States as regards increases in subscribed  capital  by  capitalisation  of
reserves.

                                            ê 77/91/EEC

7. The laws of a Member State may provide for derogation from paragraph 1 in the case of investment companies with fixed capital.

The expression «investment company with fixed capital», within the meaning of this paragraph, means only those companies:

     – the exclusive object of which is to invest their funds in various stocks and shares, land or other assets with the sole aim  of  spreading
       investment risks and giving their shareholders the benefit of the results of the management of their assets, and

     – which offer their own shares for subscription by the public.

In so far as the laws of Member States make use of this option they shall:

(a)   require such companies to include the expression «investment company» in all documents indicated in Article [4] of Directive [68/151/EEC];

(b)   not permit any such company whose net assets fall below the amount specified in paragraph 1 to make a distribution to shareholders when  on
       the closing date of the last financial year the company's total assets  as  set  out  in  the  annual  accounts  are,  or  following  such
       distribution would become, less than one-and-a-half times the amount of the company's total liabilities to creditors as  set  out  in  the
       annual accounts;

(c)   require any such company which makes a distribution when its net assets fall below the amount specified in paragraph 1 to  include  in  its
       annual accounts a note to that effect.

                                                                    Article 18

Any distribution made contrary to Article 17 must be returned by shareholders who have received it if the company proves that these  shareholders
knew of the irregularity of the distributions made to them, or could not in view of the circumstances have been unaware of it.

                                                                    Article 19

1. In the case of a serious loss of the subscribed capital, a general meeting of shareholders must be called within the period laid down  by  the
laws of the Member States, to consider whether the company should be wound up or any other measures taken.

2. The amount of a loss deemed to be serious within the meaning of paragraph 1 may not be set by the laws of Member States  at  a  figure  higher
than half the subscribed capital.

                                                                    Article 20

1. The shares of a company may not be subscribed for by the company itself.

2. If the shares of a company have been subscribed for by a person acting in his own name, but on behalf of the company, the subscriber shall  be
deemed to have subscribed for them for his own account.

3. The persons or companies or firms referred to in Article 3 (i) or, in cases  of  an  increase  in  subscribed  capital,  the  members  of  the
administrative or management body shall be liable to pay for shares subscribed in contravention of this Article.

However, the laws of a Member State may provide that any such person may be  released  from  his  obligation  if  he  proves  that  no  fault  is
attributable to him personally.

                                                                    Article 21

                                            ê 2006/68/EC Art. 1(4)

      1. Without prejudice to the principle of equal treatment of all shareholders who are in the same position, and  to  Directive 2003/6/EC  of
       the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse)[15], Member States
       may permit a company to acquire its own shares, either itself or through a person acting in his own name but on the company's  behalf.  To
       the extent that the acquisitions are permitted, Member States shall make such acquisitions subject to the following conditions:

            (a) authorisation shall be given by the general meeting, which shall determine the terms and conditions of such acquisitions, and, in
           particular, the maximum number of shares to be acquired, the duration of the period for which the authorisation is given, the maximum
           length of which shall be determined by national law without, however, exceeding five years, and,  in  the  case  of  acquisition  for
           value, the maximum and minimum consideration. Members of the administrative or management body shall satisfy themselves that, at  the
           time when each authorised acquisition is effected, the conditions referred to in points (b) and (c) are respected;

            (b) the acquisitions, including shares previously acquired by the company and held by it, and shares acquired by a person  acting  in
           his own name but on the company's behalf, may not have the effect of reducing the net assets below the amount mentioned in Article 17
           (1) and (2);

            (c) only fully paid-up shares may be included in the transaction.

      Furthermore, Member States may subject acquisitions within the meaning of the first subparagraph to any of the following conditions:

            (i) that the nominal value or, in the absence thereof, the accountable par  of  the  acquired  shares,  including  shares  previously
           acquired by the company and held by it, and shares acquired by a person acting in his own name but on the company's behalf,  may  not
           exceed a limit to be determined by Member States. This limit may not be lower than 10 % of the subscribed capital;

            (ii) that the power of the company to acquire its own shares within the meaning of the first  subparagraph,  the  maximum  number  of
           shares to be acquired, the duration of the period for which the power is given and the maximum or minimum consideration are laid down
           in the statutes or in the instrument of incorporation of the company;

            (iii) that the company complies with appropriate reporting and notification requirements;

            (iv) that certain companies, as determined by Member States, may be required to cancel the acquired shares provided  that  an  amount
           equal to the nominal value of the shares cancelled must be included in a reserve which cannot be  distributed  to  the  shareholders,
           except in the event of a reduction in the subscribed capital. This reserve may be used  only  for  the  purposes  of  increasing  the
           subscribed capital by the capitalisation of reserves;

            (v) that the acquisition shall not prejudice the satisfaction of creditors' claims.

                                            ê 77/91/EEC
                                            è1 2006/68/EC Art. 1(5)

2. The laws of a Member State may provide for derogations from the first sentence of paragraph 1 (a) where the acquisition  of  a  company's  own
shares is necessary to prevent serious and imminent harm to the company. In such a case, the  next  general  meeting  must  be  informed  by  the
administrative or management body of the reasons for and nature of the acquisitions effected, of the number and nominal value or, in the  absence
of a nominal value, the accountable par, of the shares acquired, of the proportion of the subscribed capital which they  represent,  and  of  the
consideration for these shares.

3. Member States may decide not to apply the first sentence of paragraph 1 (a) to shares acquired by either the company itself  or  by  a  person
acting in his own name but on the company's behalf, for distribution to that company's employees or to the employees  of  an  associate  company.
Such shares must be distributed within 12 months of their acquisition.

                                                                    Article 22

1. Member States may decide not to apply Article 21 to:

(a)   shares acquired in carrying out a decision to reduce capital, or in the circumstances referred to in Article 43;

(b)   shares acquired as a result of a universal transfer of assets;

(c)   fully paid-up shares acquired free of charge or by banks and other financial institutions as purchasing commission;

(d)   shares acquired by virtue of a legal obligation or resulting from a court ruling for the protection of minority shareholders in the  event,
       particularly, of a merger, a change in the company's object or form, transfer abroad of the registered  office,  or  the  introduction  of
       restrictions on the transfer of shares;

(e)   shares acquired from a shareholder in the event of failure to pay them up;

(f)   shares acquired in order to indemnify minority shareholders in associated companies;

(g)   fully paid-up shares acquired under a sale enforced by a court order for the payment of a debt owed to the company  by  the  owner  of  the
       shares;

(h)   fully paid-up shares issued by an investment company with fixed capital, as defined in the second  subparagraph  of  Article  17  (7),  and
       acquired at the investor's request by that company or by an associate company. Article 17 (7) (a) shall apply. These acquisitions may  not
       have the effect of reducing the net assets below the amount of the subscribed capital plus any  reserves  the  distribution  of  which  is
       forbidden by law.

2. Shares acquired in the cases listed in paragraph 1 (b) to (g) above must, however, be disposed of within not more than three  years  of  their
acquisition unless the nominal value or, in the absence of a nominal value, the accountable par of the shares acquired,  including  shares  which
the company may have acquired through a person acting in his own name but on the company's  behalf,  does  not  exceed  10 %  of  the  subscribed
capital.

3. If the shares are not disposed of within the period laid down in paragraph 2, they must be cancelled. The laws of  a  Member  State  may  make
this cancellation subject to a corresponding reduction in the subscribed capital. Such a reduction must be prescribed where  the  acquisition  of
shares to be cancelled results in the net assets having fallen below the amount specified in è1  Article 17 (1) and (2) ç .

                                                                    Article 23

Shares acquired in contravention of Articles 21 and 22 shall be disposed of within one year of their acquisition. Should they not be disposed  of
within that period, Article 22 (3) shall apply.

                                                                    Article 24

1. Where the laws of a Member State permit a company to acquire its own shares, either itself or through a person acting in his own name  but  on
the company's behalf, they shall make the holding of these shares at all times subject to at least the following conditions:

(a)   among the rights attaching to the shares, the right to vote attaching to the company's own shares shall in any event be suspended;

(b)   if the shares are included among the assets shown in the balance sheet, a reserve of the same amount, unavailable for  distribution,  shall
       be included among the liabilities.

2. Where the laws of a Member State permit a company to acquire its own shares, either itself or through a person acting in his own name  but  on
the company's behalf, they shall require the annual report to state at least:

(a)   the reasons for acquisitions made during the financial year;

(b)   the number and nominal value or, in the absence of a nominal value, the accountable par of the shares acquired and disposed of  during  the
       financial year and the proportion of the subscribed capital which they represent;

(c)   in the case of acquisition or disposal for a value, the consideration for the shares;

(d)   the number and nominal value or, in the absence of a nominal value, the accountable par of all the shares acquired and held by the  company
       and the proportion of the subscribed capital which they represent.

                                                                    Article 25

                                            ê 2006/68/EC Art. 1(6)

1. Where Member States permit a company to, either directly or indirectly, advance funds or make loans or provide security, with a  view  to  the
       acquisition of its shares by a third party, they shall make such transactions subject to the conditions set  out  in  the  second,  third,
       fourth and fifth subparagraphs.

      The transactions shall take place under the responsibility of the administrative or management body at fair market  conditions,  especially
       with regard to interest received by the company and with regard to security provided to the company for the loans  and  advances  referred
       to in the first subparagraph. The credit standing of the third party or, in the case of  multiparty  transactions,  of  each  counterparty
       thereto shall have been duly investigated.

      The transactions shall be submitted by the administrative or management body to  the  general  meeting  for  prior  approval,  whereby  the
       general meeting shall act in accordance with the rules for a quorum and  a  majority  laid  down  in  Article 44.  The  administrative  or
       management body shall present a written report to the general meeting, indicating the reasons for the transaction,  the  interest  of  the
       company in entering into such a transaction, the conditions on  which  the  transaction  is  entered  into,  the  risks  involved  in  the
       transaction for the liquidity and solvency of the company and the price at which the third party is to acquire  the  shares.  This  report
       shall be submitted to the register for publication in accordance with Article 3 of Directive 68/151/EEC.

      The aggregate financial assistance granted to third parties shall at no time result in the reduction of the net  assets  below  the  amount
       specified in Article 17 (1) and (2), taking into account also any reduction  of  the  net  assets  that  may  have  occurred  through  the
       acquisition, by the company or on behalf of the company, of its own shares in accordance with Article 21(1). The  company  shall  include,
       among the liabilities in the balance sheet, a reserve, unavailable for distribution, of the amount of the aggregate financial assistance.

      Where a third party by means of financial assistance from a company acquires that company's own shares within the meaning of  Article 21(1)
       or subscribes for shares issued in the course of an increase in the subscribed capital, such acquisition or subscription shall be made  at
       a fair price.

                                            ê 77/91/EEC

2. Paragraph 1 shall not apply to transactions concluded by banks and other financial institutions in the  normal  course  of  business,  nor  to
transactions effected with a view to the acquisition of shares by or for the company's employees  or  the  employees  of  an  associate  company.
However, these transactions may not have the effect of reducing the net assets below the amount specified in Article 17 (1) .

3. Paragraph 1 shall not apply to transactions effected with a view to acquisition of shares as described in Article 22 (1) (h).

                                            ê 2006/68/EC Art. 1(7)

                                                                    Article 26

      In cases where individual members of the administrative or management body of the company being  party  to  a  transaction  referred  to in
       Article 25(1), or of the administrative or  management  body  of  a  parent  undertaking  within  the  meaning  of  Article 1  of  Council
       Directive 83/349/EEC of 13 June 1983 on consolidated accounts[16] or such parent undertaking itself, or individuals acting  in  their  own
       name, but on behalf of the members of such bodies or on behalf of such undertaking, are  counterparties  to  such  a  transaction,  Member
       States shall ensure through adequate safeguards that such transaction does not conflict with the company's best interests.

                                            ê 77/91/EEC

                                                                    Article 27

1. The acceptance of the company's own shares as security, either by the company itself or through a person acting in his own  name  but  on  the
company's behalf, shall be treated as an acquisition for the purposes of Articles 21, 22 (1), 24 and 25.

2. The Member States may decide not to apply paragraph 1 to transactions concluded by banks  and  other  financial  institutions  in  the  normal
course of business.

                                            ê 92/101/EEC Art. 1 (adapted)

                                                                    Article 28

1. The subscription, acquisition or holding of shares in a public limited-liability company by another company within the meaning of Article  [1]
of Directive [68/151/EEC] in which the public limited-liability company directly or indirectly holds a majority of the voting rights or on  which
it can directly or indirectly exercise a dominant influence shall be regarded as having been effected by  the  public  limited-liability  company
itself.

2.    Paragraph 1 shall also apply where the other company is governed by the law of a third country and has a legal  form  comparable  to  those
listed in Article [1] of Directive [68/151/EEC].

3. However, where the public limited-liability company holds a majority of the voting rights indirectly or  can  exercise  a  dominant  influence
indirectly, Member States need not apply paragraphs 1 and 2 if they provide for the suspension of the voting rights attached  to  the  shares  in
the public limited-liability company held by the other company.

4. In the absence of co-ordination of national legislation on groups of companies, Member States may:

(a)   define the cases in which a public limited-liability company shall be regarded as being able to exercise a dominant  influence  on  another
       company; if a Member State exercises this option, its national law must in any event provide that a dominant influence can be exercised if
       a public limited-liability company:

         – has the right to appoint or dismiss a majority of the members of the  administrative  organ,  of  the  management  organ  or  of  the
           supervisory organ, and is at the same time a shareholder or member of the other company or

         – is a shareholder or member of the other company and has sole control of a majority of  the  voting  rights  of  its  shareholders  or
           members under an agreement concluded with other shareholders or members of that company.

      Member States shall not be obliged to make provision for any cases other than those referred to in the first and second indents;

(b)   define the cases in which a public limited-liability company shall be regarded as indirectly holding voting rights or  as  able  indirectly
       to exercise a dominant influence;

(c)   specify the circumstances in which a public limited-liability company shall be regarded as holding voting rights.

5.          Member States need not apply paragraphs 1 and 2 where the subscription, acquisition or holding is effected  on  behalf  of  a  person
       other than the person subscribing, acquiring or holding the shares, who is neither the public limited-liability  company  referred  to  in
       paragraphs 1 and 2 nor another company in which the public limited-liability company directly or indirectly holds a majority of the voting
       rights or on which it can directly or indirectly exercise a dominant influence.

6.    Member States need not apply paragraphs 1 and 2 where the subscription, acquisition or holding is effected by  the  other  company  in  its
capacity and in the context of its activities as a professional dealer in securities, provided that it is a member of a stock  exchange  situated
or operating within a Member State, or is approved or supervised by an authority of a Member State competent to  supervise  professional  dealers
in securities which, within the meaning of this Directive, may include credit institutions.

7. Member States need not apply paragraphs 1 and 2 where shares in a public limited-liability company  held  by  another  company  were  acquired
before the relationship between the two companies corresponded to the criteria laid down in paragraphs 1 and 2.

However, the voting rights attached to those shares shall be suspended and the shares shall be taken into account when it is  determined  whether
the condition laid down in Article 21 (1) (b) is fulfilled.

8. Member States need not apply Article 22 (2) or (3) or Article 23 where shares in a public limited-liability company are  acquired  by  another
company on condition that they provide for:

(a)   the suspension of the voting rights attached to the shares in the public limited-liability company held by the other company, and

(b)   the members of the administrative or the management organ of the public limited-liability company to be obliged to buy back from the  other
       company the shares referred to in Article 22 (2) and (3) and Article 23 at the price at  which  the  other  company  acquired  them;  this
       sanction shall be inapplicable only where the members of the administrative or  the  management  organ  of  the  public  limited-liability
       company prove that that company played no part whatsoever in the subscription for or acquisition of the shares in question.

                                            ê 77/91/EEC

                                                                    Article 29

1. Any increase in capital must be decided upon by the general meeting. Both this decision and the increase in the subscribed  capital  shall  be
published in the manner laid down by the laws of each Member State, in accordance with Article [3] of Directive [68/151/EEC].

2. Nevertheless, the statutes or instrument of incorporation or the general meeting, the decision of which must be published in  accordance  with
the rules referred to in paragraph 1, may authorise an increase in the subscribed capital up to a maximum amount which they shall  fix  with  due
regard for any maximum amount provided for by law. Where appropriate, the increase in the subscribed capital  shall  be  decided  on  within  the
limits of the amount fixed by the company body empowered to do so. The power of such body in this respect shall be for a maximum period  of  five
years and may be renewed one or more times by the general meeting, each time for a period not exceeding five years.

3. Where there are several classes of shares, the decision by the general meeting concerning the increase in capital referred to in  paragraph  1
or the authorisation to increase the capital referred to in paragraph 2, shall be subject  to  a  separate  vote  at  least  for  each  class  of
shareholder whose rights are affected by the transaction.

4. This article shall apply to the issue of all securities which are convertible into shares or which carry the right to  subscribe  for  shares,
but not to the conversion of such securities, nor to the exercise of the right to subscribe.

                                                                    Article 30

Shares issued for a consideration, in the course of an increase in subscribed capital, must be paid up to at least 25 % of  their  nominal  value
or, in the absence of a nominal value, of their accountable par. Where provision is made for an issue premium, it must be paid in full.

                                                                    Article 31

1. Where shares are issued for a consideration other than in cash in the course of an increase in the subscribed capital the  consideration  must
be transferred in full within a period of five years from the decision to increase the subscribed capital.

2. The consideration referred to in paragraph 1 shall be the subject of a report drawn up before the increase in capital is made by one  or  more
experts who are independent of the company and appointed or approved by an administrative or judicial authority.  Such  experts  may  be  natural
persons as well as legal persons and companies and firms under the laws of each Member State.

                                            ê 2006/68/EC Art. 1(8)

Article 10(2) and (3) and Articles 11 and 12 shall apply.

                                            ê 77/91/EEC

3. Member States may decide not to apply paragraph 2 in the event of an increase in subscribed capital made in order to give effect to  a  merger
or a public offer for the purchase or exchange of shares and to pay the shareholders of the company which is  being  absorbed  or  which  is  the
object of the public offer for the purchase or exchange of shares.

4. Member States may decide not to apply paragraph 2 if all the shares issued in the course of an increase in subscribed capital are  issued  for
a consideration other than in cash to one or more  companies,  on  condition  that  all  the  shareholders  in  the  company  which  receive  the
consideration have agreed not to have an experts' report drawn up and that the requirements of Article 10 (4) (b) to (f) are met.

                                                                    Article 32

Where an increase in capital is not fully subscribed, the capital will be increased by the amount of  the  subscriptions  received  only  if  the
conditions of the issue so provide.

                                                                    Article 33

1. Whenever the capital is increased by consideration in cash, the shares must be offered on a pre-emptive basis to  shareholders  in  proportion
to the capital represented by their shares.

2. The laws of a Member State:

(a)   need not apply paragraph 1 above to shares which carry a limited right to participate in distributions within the  meaning  of  Article  17
       and/or in the company's assets in the event of liquidation; or

(b)   may permit, where the subscribed capital of a company having several classes of shares carrying different rights with regard to voting,  or
       participation in distributions within the meaning of Article 17 or in assets in the event of liquidation,  is  increased  by  issuing  new
       shares in only one of these classes, the right of pre-emption of shareholders of the other classes to be exercised only after the exercise
       of this right by the shareholders of the class in which the new shares are being issued.

3. Any offer of subscription on a pre-emptive basis and the period within which this right must be exercised shall be published in  the  national
gazette appointed in accordance with Directive [68/151/EEC]. However, the laws of a Member State need not provide for such publication where  all
a company's shares are registered. In such case, all the company's shareholders must be informed in writing. The right  of  pre-emption  must  be
exercised within a period which shall not be less than 14 days from the date of publication of the offer or from the  date  of  dispatch  of  the
letters to the shareholders.

4. The right of pre-emption may not be restricted or withdrawn by the statutes or instrument of incorporation. This  may,  however,  be  done  by
decision of the general meeting. The administrative or management body shall  be  required  to  present  to  such  a  meeting  a  written  report
indicating the reasons for restriction or withdrawal of the right of pre-emption, and justifying the proposed issue price.  The  general  meeting
shall act in accordance with the rules for a quorum and a majority laid down in Article 44. Its decision shall be published in  the  manner  laid
down by the laws of each Member State, in accordance with Article [3] of Directive [68/151/EEC].

5. The laws of a Member State may provide that the statutes, the instrument of incorporation or the general meeting, acting  in  accordance  with
the rules for a quorum, a majority and publication set out in paragraph 4, may give the power to restrict or withdraw the  right  of  pre-emption
to the company body which is empowered to decide on an increase in subscribed capital within the limit of the authorised capital. This power  may
not be granted for a longer period than the power for which provision is made in Article 30 (2).

6. Paragraphs 1 to 5 shall apply to the issue of all securities which are convertible into shares or which  carry  the  right  to  subscribe  for
shares, but not to the conversion of such securities, nor to the exercise of the right to subscribe.

7. The right of pre-emption is not excluded for the purposes of paragraphs 4 and 5 where,  in  accordance  with  the  decision  to  increase  the
subscribed capital, shares are issued to banks or other financial institutions with a view to their being offered to shareholders of the  company
in accordance with paragraphs 1 and 3.

                                                                    Article 34

Any reduction in the subscribed capital, except under a court order, must be subject at least to a decision of  the  general  meeting  acting  in
accordance with the rules for a quorum and a majority laid down in Article 44 without prejudice to Articles 40 and 41.  Such  decision  shall  be
published in the manner laid down by the laws of each Member State in accordance with Article [3] of Directive [68/151/EEC].

The notice convening the meeting must specify at least the purpose of the reduction and the way in which it is to be carried out.

                                                                    Article 35

Where there are several classes of shares, the decision by the general meeting concerning a reduction in the subscribed capital shall be  subject
to a separate vote, at least for each class of shareholders whose rights are affected by the transaction.

                                                                    Article 36

                                            ê 2006/68/EC Art. 1(9)

1. In the event of a reduction in the subscribed capital, at least the creditors whose claims antedate the publication of  the  decision  on  the
       reduction shall at least have the right to obtain security for claims which have not fallen due by the date of  that  publication.  Member
       States may not set aside such a right unless the creditor has adequate safeguards, or unless such  safeguards  are  not  necessary  having
       regard to the assets of the company.

      Member States shall lay down the conditions for the exercise of the right provided for in the first  subparagraph.  In  any  event,  Member
       States shall ensure that the creditors are authorised to apply to the  appropriate  administrative  or  judicial  authority  for  adequate
       safeguards provided that they can credibly demonstrate that due to the reduction in the  subscribed  capital  the  satisfaction  of  their
       claims is at stake, and that no adequate safeguards have been obtained from the company.

                                            ê 77/91/EEC (adapted)

2. The laws of the Member States shall also stipulate at least that the reduction shall be void or that no payment may be made  for  the  benefit
of the shareholders, until the creditors have obtained satisfaction or a court has decided that their application should not be acceded to.

3. This Article shall apply where the reduction in the subscribed capital is brought about by the total or partial waiving of the payment of  the
balance of the shareholders' contributions.

                                                                    Article 37

1. Member States need not apply Article 36 to a reduction in the subscribed capital whose purpose is to offset  losses  incurred  or  to  include
sums of money in a reserve provided that, following this operation, the amount of such reserve is not more than 10 % of  the  reduced  subscribed
capital. Except in the event of a reduction in the subscribed capital, this reserve may not be distributed to shareholders; it may be  used  only
for offsetting losses incurred or for increasing the subscribed capital by the capitalisation of such reserve, in so far  as  the  Member  States
permit such an operation.

2. In the cases referred to in paragraph 1 the laws of the Member States must at least provide for the measures  necessary  to  ensure  that  the
amounts deriving from the reduction of subscribed capital may not be used for making payments or distributions  to  shareholders  or  discharging
shareholders from the obligation to make their contributions.

                                                                    Article 38

The subscribed capital may not be reduced to an amount less than the minimum capital laid down in accordance  with  Article  6.  However,  Member
States may permit such a reduction if they also provide that the decision to reduce  the  subscribed  capital  may  take  effect  only  when  the
subscribed capital is increased to an amount at least equal to the prescribed minimum.

                                                                    Article 39

Where the laws of a Member State authorise total or partial redemption of the subscribed capital without reduction of the latter, they  shall  at
least require that the following conditions are observed:

(a)   where the statutes or instrument of incorporation provide for redemption, the latter shall be decided on by the general meeting  voting  at
       least under the usual conditions of quorum and majority. Where the statutes or instrument of incorporation do not provide for  redemption,
       the latter shall be decided upon by the general meeting acting at least under the conditions of quorum and majority laid down  in  Article
       44. The decision must be published in the manner prescribed by the laws of each Member State, in accordance with Article [3] of  Directive
       [68/151/EEC];

(b)   only sums which are available for distribution within the meaning of Article 17 (1) and (2) may be used for redemption purposes;

(c)   shareholders whose shares are redeemed shall retain their rights in the company, with the exception of their rights  to  the  repayment  of
       their investment and participation in the distribution of an initial dividend on unredeemed shares.

                                                                    Article 40

1. Where the laws of a Member State may allow companies to reduce their subscribed  capital  by  compulsory  withdrawal  of  shares,  they  shall
require that at least the following conditions are observed:

(a)   compulsory withdrawal must be prescribed or authorised by the statutes or instrument of incorporation before  subscription  of  the  shares
       which are to be withdrawn are subscribed for;

(b)   where the compulsory withdrawal is merely authorised by the statutes or instrument of incorporation,  it  shall  be  decided  upon  by  the
       general meeting unless it has been unanimously approved by the shareholders concerned;

(c)   the company body deciding on the compulsory withdrawal shall fix the terms and manner thereof, where they have not already  been  fixed  by
       the statutes or instrument of incorporation;

(d)   Article 36 shall apply except in the case of fully paid-up shares which are made available to the company free of charge or  are  withdrawn
       using sums available for distribution in accordance with Article 17 (1) and (2); in these cases, an amount equal to the nominal value  or,
       in the absence thereof, to the accountable par of all the withdrawn shares must be included in  a  reserve.  Except  in  the  event  of  a
       reduction in the subscribed capital this reserve may not be distributed to shareholders.  It  can  be  used  only  for  offsetting  losses
       incurred or for increasing the subscribed capital by the capitalisation of such reserve, in  so  far  as  Member  States  permit  such  an
       operation;

(e)   the decision on compulsory withdrawal shall be published in the manner laid down by the laws  of  each  Member  State  in  accordance  with
       Article [3] of Directive [68/151/EEC].

2. Articles 34 (1), 35, 37 and 44 shall not apply to the cases to which paragraph 1 refers.

                                                                    Article 41

1. In the case of a reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or by a person acting  in  his
own name but on behalf of the company, the withdrawal must always be decided on by the general meeting.

2. Article 36 shall apply unless the shares are fully paid up and are acquired free of  charge  or  using  sums  available  for  distribution  in
accordance with Article 17 (1) and (2); in these cases an amount equal to the nominal value or, in the absence thereof, to  the  accountable  par
of all the shares withdrawn must be included in a reserve. Except in the event of a reduction in the subscribed capital, this reserve may not  be
distributed to shareholders. It may be used only for offsetting losses incurred or for increasing the subscribed capital  by  the  capitalisation
of such reserve, in so far as the Member States permit such an operation.

3. Articles 35, 37 and 44 shall not apply to the cases to which paragraph 1 refers.

                                                                    Article 42

In the cases covered by Articles 39, 40 (1) (b) and 41 (1), when there are several classes  of  shares,  the  decision  by  the  general  meeting
concerning redemption of the subscribed capital or its reduction by withdrawal of shares shall be subject to a separate vote, at least  for  each
class of shareholders whose rights are affected by the transaction.

                                                                    Article 43

Where the laws of a Member State authorise companies to issue redeemable shares, they shall require that the following conditions, at least,  are
complied with for the redemption of such shares:

(a)   redemption must be authorised by the company's statutes or instrument of incorporation before the redeemable shares are subscribed for;

(b)   the shares must be fully paid up;

(c)   the terms and the manner of redemption must be laid down in the company's statutes or instrument of incorporation;

(d)   redemption can be only effected by using sums available for distribution in accordance with Article 17 (1) and (2) or  the  proceeds  of  a
       new issue made with a view to effecting such redemption;

(e)   an amount equal to the nominal value or, in the absence thereof, to the accountable par of all the redeemed shares must be  included  in  a
       reserve which cannot be distributed to the shareholders, except in the event of a reduction in the subscribed capital; it may be used only
       for the purpose of increasing the subscribed capital by the capitalisation of reserves;

(f)   subparagraph (e) shall not apply to redemption using the proceeds of a new issue made with a view to effecting such redemption;

(g)   where provision is made for the payment of a premium to shareholders in consequence of a redemption, the premium  may  be  paid  only  from
       sums available for distribution in accordance with Article 17 (1) and (2), or from a reserve other than that referred to in (e) which  may
       not be distributed to shareholders except in the event of a reduction in the subscribed capital; this reserve may be  used  only  for  the
       purposes of increasing the subscribed capital by the capitalisation of reserves or for covering the costs referred to in Article 3 (j)  or
       the cost of issuing shares or debentures or for the payment of a premium to holders of redeemable shares or debentures;

(h)   notification of redemption shall be published in the manner laid down by the laws of each Member State in accordance with  Article  [3]  of
       Directive [68/151/EEC].

                                                                    Article 44

1. The laws of the Member States shall provide that the decisions referred to in Articles 33 (4) and (5), 34, 35, 39 and  42  must  be  taken  at
least by a majority of not less than two-thirds of the votes attaching to the securities or the subscribed capital represented.

2. The laws of the Member States may, however, lay down that a simple majority of the votes specified in paragraph 1 is sufficient when at  least
half the subscribed capital is represented.

                                                                    Article 45

                                            ê 2006/68/EC Art. 1(10)

1. Member States may derogate from Article 9(1), the first sentence of point (a) of Article 21(1), and Articles 29, 30 and 33 to the extent  that
such derogations are necessary for the adoption or application of provisions designed to encourage  the  participation  of  employees,  or  other
groups of persons defined by national law, in the capital of undertakings.

                                            ê 77/91/EEC

2. Member States may decide not to apply Article 21 (1) (a), first sentence, and Articles 34, 35, 40, 41, 42 and  43  to  companies  incorporated
under a special law which issue both capital shares and workers' shares, the latter being issued to the company's employees as a  body,  who  are
represented at general meetings of shareholders by delegates having the right to vote.

                                                                    Article 46

For the purposes of the implementation of this Directive, the laws of the Member States shall ensure equal treatment to all shareholders who  are
in the same position.

                                                                    Article 47

                                            ê 77/91/EEC (adapted)

1. Member States may decide not to apply Article 3 (g), (i), (j) and (k) to companies already in existence at the date of  entry  into  force  of
the Ö laws, regulations and administrative Õ provisions Ö having been adopted in order to comply with Directive 77/91/EEC Õ .

                                            ê 77/91/EEC

2. Member States shall ensure that they communicate to the Commission the text of the main provisions of national law which  they  adopt  in  the
field covered by this Directive.

                                            ê 

                                                                    Article 48

Directive 77/91/CEE, as amended by the Directive listed in Annex I, Part A, is repealed, without prejudice  to  the  obligations  of  the  Member
States relating to the time-limits for transposition into national law and application of the Directives set out in Annex I, Part B.

References to the repealed Directive shall be construed as references to this Directive and shall be read  in  accordance  with  the  correlation
table in Annex II.

                                                                    Article 49

This Directive shall enter into force on 16 April 2008.

                                            ê 77/91/EEC

                                                                    Article 50

This Directive is addressed to the Member States.

Done at Brussels, […]

      For the Council
      The President
      […]
                                                                     ANNEX I

                                                                      Part A

                                                Repealed Directive with its successive amendments
                                                           (referred to in Article 45)

|Council Directive 77/91/EEC                                          |                                                        |
|(OJ L 26, 31.1.1977, p. 1)                                           |                                                        |
|Council Directive 92/101/EEC                                                   |                                                   |
|(OJ L 347, 28.11.1992, p. 64)                                                  |                                                   |
|Annex I, Point III (C) of the 1979 Act of Accession                            |                                                   |
|(OJ L 291, 19.11.1979, p. 89)                                                  |                                                   |
|Annex I of the 1985 Act of Accession                                           |                                                   |
|(OJ L 302, 15.11.1985, p. 157)                                                 |                                                   |
|Annex I, Point XI (A) of the 1994 Act of Accession                             |                                                   |
|(OJ C 241, 29.8.1994, p. 194)                                                  |                                                   |
|Annex II, Point 4 (A) of the 2003 Act of Accession                             |                                                   |
|(OJ L 236, 23.9.2003, p. 338)                                                  |                                                   |
|Council Directive 2006/99/EC                                                   |only point A(2) of the Annex                       |
|(JO L 363, 20.12.2006, p. 137)                                                 |                                                   |

                                                                      Part B

                                     List of time-limits for transposition into national law and application
                                                           (referred to in Article 45)

|Directive                                    |Time-limit for transposition                 |Date of application                          |
|77/91/EEC                                    |17 December 1978                             |                                             |
|92/101/EEC                                   |1 January 1994                               |1 January 1995                               |
|2006/99/EC                                   |                                             |1 January 2007                               |

                                                                  _____________

                                                                     ANNEX II

                                                                Correlation Table

|Directive 77/91/EEC                                                  |This Directive                                                       |
|Articles 1- 5                                                        |Articles 1-5                                                         |
|Article 6(1), first subparagraph                                     |Article 6 (1), first subparagraph                                    |
|Article 6(1), second subparagraph                                    |-                                                                    |
|Article 6(2)                                                         |-                                                                    |
|Article 6(3)                                                         |Article 6(2)                                                         |
|Articles 7-10                                                        |Articles 7-10                                                        |
|Article 10a                                                          |Article 11                                                           |
|Article 10b                                                          |Article 12                                                           |
|Article 11                                                           |Article 13                                                           |
|Article 15(1)(a)                                                     |Article 17(1)                                                        |
|Article 15(1)(b)                                                     |Article 17(2)                                                        |
|Article 15(1)(c)                                                     |Article 17(3)                                                        |
|Article 15(1)(d)                                                     |Article 17(4)                                                        |
|Article 15(2)                                                        |Article 17(5)                                                        |
|Article 15(3)                                                        |Article 17(6)                                                        |
|Article 15(4)                                                        |Article 17(7)                                                        |
|Article 16                                                           |Article 18                                                           |
|Article 17                                                           |Article 19                                                           |
|Article 18                                                           |Article 20                                                           |
|Article 19                                                           |Article 21                                                           |
|Article 20                                                           |Article 22                                                           |
|Article 21                                                           |Article 23                                                           |
|Article 22                                                           |Article 24                                                           |
|Article 23                                                           |Article 25                                                           |
|Article 23a                                                          |Article 26                                                           |
|Article 24                                                           |Article 27                                                           |
|Article 24a(1)(a)                                                    |Article 28(1)                                                        |
|Article 24a(1)(b)                                                    |Article 28(2)                                                        |
|Article 24a(2)                                                       |Article 28(3)                                                        |
|Article 24a(3)                                                       |Article 28(4)                                                        |
|Article 24a(4)(a)                                                    |Article 28(5)                                                        |
|Article 24a(4)(b)                                                    |Article 28(6)                                                        |
|Article 24a(5)                                                       |Article 28(7)                                                        |
|Article 24a(6)                                                       |Article 28(8)                                                        |
|Article 25                                                           |Article 29                                                           |
|Article 26                                                           |Article 30                                                           |
|Article 27                                                           |Article 31                                                           |
|Article 28                                                           |Article 32                                                           |
|Article 29                                                           |Article 33                                                           |
|Article 30                                                           |Article 34                                                           |
|Article 31                                                           |Article 35                                                           |
|Article 32                                                           |Article 36                                                           |
|Article 33                                                           |Article 37                                                           |
|Article 34                                                           |Article 38                                                           |
|Article 35                                                           |Article 39                                                           |
|Article 36                                                           |Article 40                                                           |
|Article 37                                                           |Article 41                                                           |
|Article 38                                                           |Article 42                                                           |
|Article 39                                                           |Article 43                                                           |
|Article 40                                                           |Article 44                                                           |
|Article 41                                                           |Article 45                                                           |
|Article 42                                                           |Article 46                                                           |
|Article 43(1)                                                        |-                                                                    |
|Article 43(2), first subparagraph                                    |Article 47(1)                                                        |
|Article 43(2), second and third subparagraphs                        |-                                                                    |
|Article 43(3)                                                        |Article 47(2)                                                        |
|-                                                                    |Article 48                                                           |
|-                                                                    |Article 49                                                           |
|Article 44                                                           |Article 50                                                           |

                                                                  _____________

                                                             -----------------------
[1]   COM(87) 868 PV.
[2]   See Annex 3 to Part A of the Conclusions.
[3]   Carried out pursuant to the Communication from the Commission to the European Parliament and the  Council  –  Codification  of  the  Acquis
      communautaire, COM(2001) 645 final.
[4]   Annex I, Parts A and B of this proposal.
[5]   OJ C
[6]   OJ C
[7]   OJ L 26, 31.1.1977, p. 1. Directive as last amended by Council Directive 2006/99/EC (JO L 363, 20.12.2006, p. 137).
[8]   See Annex I, Parts A and B.
[9]   OJ L 65, 14.3.1968, p. 8. Directive as last amended by Council Directive 2006/99/EC.
[10]  OJ L 96, 12.4.2003, p. 16.
[11]  OJ L 336, 23.12.2003, p. 33.
[12]  OJ L 162, 30.4.2004, p. 70.
[13]  OJ L 145, 30.4.2004, p. 1. Directive as last amended by Directive 2006/31/EC (OJ L 114, 27.4.2006, p. 60).
[14]  OJ L 157, 9.6.2006, p. 87.;
[15]  OJ L 96, 12.4.2003, p. 16.;
[16]  OJ L 193, 18.7.1983, p. 1. Directive as last amended by Directive 2006/43/EC.;