Demerger Resolution

In the demerging company, the General Meeting shall in most cases make the decision on the demerger. If the companies involved in the demerger hold all the shares in the demerging company and any option rights or other special rights entitling to shares, the demerger is decided by the Board of Directors of the demerging company. In the acquiring company, the Board of Directors shall normally make the decision on the demerger. Decisions concerning the demerger shall be made within four months starting from the registration date of the draft terms of demerger or the demerger will lapse.

The demerger resolution of the General Meeting is subject to a qualified majority [Qualified Majority]⁠. In addition, consent of all such shareholders of a demerging company, who will not receive corresponding shareholding and rights in a newly incorporated acquiring company, is required.

In the event of a demerger into an operational company, a shareholder or a holder of option or other rights of the demerging company may demand redemption of his/her rights at a fair price, which must be determined without regard to the possible depreciating effect that the demerger may have [Redemption of Minority Shares]⁠. Only those shares that have been registered in the shareholders' register by the General Meeting or by the last day of registration are entitled to redemption. Anyone requesting redemption must vote against the demerger. In the case of a demerger by incorporation, the provisions on redemption shall not apply.