Increase of the share capital and the issuance of new shares
The various forms of share capital increase
1 § The Company's share capital may be increased by any of the following ways.
1. The share capital amounts supplied by the capitalization. Appropriate rules are in 12 Chapter.
2. New shares subscribed on payment of a decision to issue new shares. Appropriate rules are in 13 Chapter.
3. New shares subscribed against payment of the exercise of warrants that the Company has issued. Appropriate rules are in 14 Chapter.
4. New shares given in exchange for convertible bonds that the company has issued. Appropriate rules are in 15 Chapter.
Decision-making
2 § Decisions on bonus issue, issue of new shares or issue of warrants or convertibles (issue resolution) made by the AGM. The decision to issue new shares or convertible bonds or warrants can be made by the Board of 13 Chapter. 31-38 §§, 14 Chapter. 24-31 § § and 15 Chapter. 29-36 §§.
If a proposal to issue decision would not be consistent with the Articles of Association, decisions regarding the necessary changes to be made before this meeting resolves the issue of emission.
3 § An issue decision may be taken before the company is registered.
Definitions
4 § The Act does
emissionsbevis: bonus share subscription rights certificate and proof,
fondaktie: new shares issued in connection with a stock dividend,
bonus share rights: shareholder's right under 12 Chapter. 2 § to bonus share,
Fund shares entitled evidence: proof of bonus share rights,
Subscription: preferential rights of shareholders under 13 Chapter. 1 §, 14 Chapter. 1 § and 15 Chapter. 1 § to subscribe for new shares, warrants or convertibles,
subscription evidence: proof of subscription,
convertible: a liability has been issued by a corporation for consideration, and that gives the holder, certain person or a certain person or order, or legal obligation to fully or partially replace its claim for shares in the company,
conversion: exchange of convertible for new shares,
warrant: a commitment made by a corporation on the right to subscribe for new shares in the Company upon payment in cash,
warrant certificates: a certificate that gives the holder, certain person or a certain person or order the right to subscribe for new shares against payment in cash.
Issue of certificate issuance
5 § In a corporation that is not the record company, the company shall at the request of a shareholder fund shares or subscription rights issue emission certificates for the old shares. In such a certificate should indicate how much evidence to be provided for each new share, convertible or warrant. The license shall be disclosed to shareholders upon presentation of the certificates on the bonus share rights or subscription rights based. It should be noted on the share certificate to issue certificates issued.
Issue Evidence need not be issued if
1. rights issue, each existing share entitles to one new share, convertible or warrant, or
2. a coupon relating to a share certificate may be used to issue certificates.
The first paragraph also applies where the holder of convertible bonds or warrants are entitled to subscribe for new shares, warrants or convertibles
By 4 Chapter. 5 § Law (1998:1479) on the accounting of financial instruments is to issue certificates or warrant certificates may not be issued for shares or other financial instruments that have been registered under the Act. Create (2007:317).
Signature of issuing certificates mM.
6 § Emissionsbevis, convertible bonds are issued in the form of notes and warrant certificates shall be signed by the Board or, the Board's authorization, of a securities firm. The signature may be reproduced by printing or other similarly. The provision in 1 Chapter. 13 § shall not apply.
Transfer and pledging to issue certificates etc..
7 § Over by Track or pledged emission certificate or warrant certificates, the provisions of debentures in 13, 14 and 22 § § Act (1936:81) Promissory Notes application. In this regard, the evidence is considered to be a promissory note made to the holder, if it is set to the holder, and otherwise be considered a debt set to a certain person or order.
Registration of fund shares and warrants in the record companies
8 § In a securities company must fund shares and subscription rights registered under the Act (1998:1479) on the accounting of financial instruments.
If the company has ensured the holders of convertible bonds or warrants for subscription of new shares, warrants or convertible bonds and convertible bonds or warrants have been registered under the Act on the Financial Instruments Accounts, is also right to subscribe registered under the same law. Create (2007:317).
Sale of surplus fund shares and warrants
9 § In an underwriting decision may be determined that the excess fund shares and warrants to be sold through the company. In a bonus issue, the sale shall mean any shareholder bonus share rights that are not equivalent to a full bonus share. In an issue of shares, issuance of warrants and the issuance of convertible bonds, the sale shall be for each shareholder subscription rights that are not equivalent to a whole new share, warrants or convertible.
The sale shall be effected by a securities firm. Payment for selling fund shares and subscription rights shall, less selling costs, divided between those under 12 Chapter. 2 §, 13 Chapter. 1 §, 14 Chapter. 1 § or 15 Chapter. 1 § would have been entitled to receive or subscribe for the new shares, convertible bonds or warrants.
Dividend on the new shares
10 § The new shares carry dividend rights as has been determined in issue resolution. The decision may not mean that entitlement arises later than the year following the year of the share capital increase has been registered.
Dividends on new shares may not be made before the share capital increase has been registered.
Some loans
11 § A decision on the company to take up a loan to be taken by the General Meeting or, after the Annual General Meeting's authorization, Board of Directors, the size of the interest shall run on the loan or the amount to be repaid will increase the company's profit or dividend to shareholders increases.
An authorization under the first paragraph may not extend beyond the next AGM. Create (2007:317).
12 § Have been deleted by Law (2005:836).
13 § Have been deleted by Law (2005:836).
14 § Have been deleted by Law (2005:836).
15 § Have been deleted by Law (2005:836).
16 § Have been deleted by Law (2005:836).
17 § Have been deleted by Law (2005:836).
18 § Have been deleted by Law (2005:836).
19 § Have been deleted by Law (2005:836).
20 § Have been deleted by Law (2005:836).