Resolution on the Merger

In the merging company, the General Meeting shall make the decision on the merger. However, the merging company's Board of Directors shall decide on the subsidiary merger or a merger of the subsidiaries. In the acquiring company, the merger is generally decided by the Board of Directors, but in certain situations by the General Meeting. Decisions concerning the merger shall be made within four months of the registration date of the draft terms of merger or the merger shall lapse. However, if the merger is decided by a General Meeting, the General Meeting shall be held no later than one month before the due date in the public notice. The provisions regarding the notice of the General Meeting and other procedures relating to the General Meeting are set out in more detail in Chapter 16, Sections 10 and 11 of the Limited Liability Companies Act.

The resolution on the merger by the General Meeting is subject to a qualified majority [Qualified Majority]⁠. A shareholder or a holder of option or other special rights of the merging company opposing the merger may demand redemption of their option rights or other special rights at the fair value, which shall be determined without regard to the possible depreciating effect of the merger [Redemption of Minority Shares]. ⁠The person requesting the redemption must vote against the merger decision. The acquiring company is responsible for paying the redemption price. The merging company must inform the acquiring company without delay of the redemption requests.