104/2008 Sb.



LAW



of 19 December 2003. March 2008



on takeover bids and on the amendment of certain other acts



(the law on takeover bids)



Change: 420/2009 Sb.



Change: 281/2009 Sb.



Change: 188/2011 Sb.



Change: 241/2013 Sb.



Change: 89/2012 Sb.



Parliament has passed the following Act of the Czech Republic:



PART THE FIRST



TAKEOVER BIDS



TITLE I OF THE



BASIC PROVISIONS



§ 1



The subject of the edit



This law incorporates the relevant provisions of European Community ^ 1) and

modifies the takeover bid specified owners participating securities

securities issued by joint-stock company with a registered office in the Czech Republic, which the

participating securities are admitted to trading on a regulated

^ 6) market and some of the issues associated with the take-over bid with a foreign

and some other questions connected with it.



§ 2



Definition of terms



(1) the take-over bid is a public proposal of the contract for the purchase or exchange of

the participating securities, which the applicant manifested the will to take

participatory securities to the extent that allows the offeree

the company, or which shall fulfil his obligation under this Act.



(2) the target company is a company that has released valuable participating

the papers, which are the subject of a takeover bid.



(3) the participating securities are securities issued by the target

the company, which is linked to the share capital or

the voting rights of the target company; and securities issued by

the target companies, which carry the right to such securities

get the.



(4) the Mandatory takeover bid takeover bid is taken under the head

IV.



(5) the share of voting rights means a direct share of votes

resulting from the participation of shareholders in the company on the total number of votes

arising from the participation in the company. Shares, which is not associated

right to vote, for the purposes of the calculation of the proportion of voting rights

consider the shares without voting rights even in cases when according to them

special legislation to temporarily take. When calculating the share of the

voting rights are disregarded the votes of the shares in the property of the target

company or person controlled or voices of the shares which are held

on account of the target company or of the controlled entity.



(6) the applicable percentage of the voting rights of the company's market share

the voting rights of the target company representing at least 30% of all

of the votes associated with the participating securities issued by target

companies.



(7) a Member State shall mean the Member State of the European Union or other

Contracting State to the agreement on the European economic area.



(8) the cooperating person is a person who, in the mutual complicity

cooperate with the applicant in order to obtain or enforce

the joint influence on the management or operation of the business of the target company,

in particular, the common and the controlled output of the voting rights or the person who

on the basis of the agreement cooperates with the target company in order to thwart

takeover bids. Applies, the person controlling and controlled by the person, as well

as persons who have concluded an agreement on the vote in the election of members of the

the target company, or members of one group are cooperating

persons.



(9) a group of cooperating persons make up those cooperating persons

have a proportion of voting rights of the target company, and cooperating

persons who are in relation to the first mentioned persons controlling.



(10) a person of interest to the concerned a takeover bid is a person who has

interest in the outcome or the course of the takeover bid, in particular to the applicant,

persons cooperating with him, the target company, the persons making up the target

Group companies, shareholders owning or

with at least 5% of the securities of the target company.



§ 3



The principle of a takeover bid



The persons to whom the law imposes obligations when a takeover bid,

to proceed, so that these principles have been complied with



and all the owners of the participation) of securities of the target company, with

which are linked to the same rights, must be a takeover bid

granted equal treatment, unless the law provides otherwise,



(b)), if someone acquires control of a target company, must be the other owners

securities granted protection,

(c)) the addressees of the takeover bid must be provided



sufficient time and information to make a decision about whether

the takeover bid shall have knowledge of things,



(d) the Board of Directors and the Supervisory Board) of the target company shall act in the interests of

This society as a whole; your procedure must not frustrate the possibility of

the participating securities owners decide whether to offer

the takeover shall,



(e)) in connection with a take-over bid must be no distortion of the market in

securities of the offeree company, of the petitioner or other companies

so that was artificially influenced by their training and the normal functioning of the market

was violated, the



(f) the applicant must disclose the intention) to make a bid after takeover

ensure that it will be able to provide the financial performance of its recipients in

full scale; If it is to be offered other than cash transactions may only be

publish the intention to make takeover offer after what will make such

the measures, on the basis of which will be provided to ensure the provision of

such implementation,



(g)) of the target company must not be unreasonably restricted take-over bid

in its business activities.



§ 4



, The negotiations seeking to acquire securities of the target

the company, which has significant characters of the takeover bid, is

take-over bid.



TITLE II



THE TAKEOVER BID WITH A FOREIGN ELEMENT



§ 5



(1) if the target company Has its registered office on the territory of the Czech Republic and its

participating securities are admitted to trading on one or more of the

Foreign regulated markets ^ 7), shall apply to takeover bid

only the principles referred to in section 3, and the provisions of this law governing

internal ratios of the target company, in particular the decisive share offer

duty exemptions from the obligations of the tender, the demise of tender obligations

by the Czech National Bank, the obligations of the target company,

the breakthrough rule and the suspension of voting rights for the delay in complying with the

supply obligations; the provisions of this Act governing the period for

making a take-over bid shall not apply.



(2) if the target company Has its registered office in the territory of a Member State other than the

The Czech Republic shall apply to the provisions of this takeover bid

the Act to the extent specified in paragraph 3, if the



and) the participating securities of this company are admitted to trading

only on a regulated market, or



(b)) the participating securities of this company are admitted to trading

the more regulated European markets ^ 8) including the regulated market,

unless they are admitted to trading on a regulated market in the European

State of the company, if the



1. the participating securities of this company were the first to be admitted to

trading on a regulated market in the Czech Republic, or



2. the participating securities of this company were adopted at the same time to

rvíce trading on regulated European markets, including regulated

the market and the company has identified the Czech National Bank as the competent authority of the

supervision of the take-over bid and announced no later than the

the first day of trading supervisory authorities over the take-over bid and

the organizers of these European regulated markets.



(3) in the case of a take-over bid relating to the target company pursuant to

paragraph 2 shall apply the principles referred to in section 3, and the provisions of this law

governing the content of the tender document and how the appellant in

a takeover bid; in particular, the provisions for consideration in

takeover bid, a notice of intention, the terms of a takeover bid and

its publication.



(4) the Czech National Bank shall publish information on the decision target

the company referred to in paragraph 2 in a manner enabling remote access.



(5) the Czech National Bank cooperates with the supervisory authorities over the range

acceptance and with other authorities in the supervision of the capital market of the Member

States and afford them, in particular in the cases referred to in paragraphs 1 and 3,

information necessary for the application of the provisions of this law or other

legislation to implement the directive issued on převzetí1).



§ 6



(1) in cases where, pursuant to section 5 on the process of takeover bid

This law does not apply and the offer was in line with the

applicable law, approved by the supervisory authority over the takeover bids in

another Member State, you can publish the takeover offer in the Czech Republic,

If



and along with the communications) is an official translation into the Czech language;

original text take-over bid may be in these cases

published only in a manner enabling remote access, if it is, together with the

the official translation of the takeover bid published information about where it is

the original text of the publication,



(b)) contains information about the mode of taxation, which will be subject to the fulfilment of

contracts concluded on the basis of a takeover bid,



(c)) provides information on the procedures for the acceptance of the takeover bid and performance
rights relating to the take-over bid, if as a result of cross-border

nature menu different from the procedures that are described in the main text menu

the takeover.



(2) the offer of acceptance referred to in paragraph 1, including its official translation

in the Czech language, the applicant shall submit before the publication of the Czech

the National Bank.



section 7 of the



The takeover offer taken in accordance with the law of a foreign State which is not

Member State, and which is in accordance with section 5 of this Act does not apply, the

be published in the Czech Republic, if it is not contrary to the principles referred to in section

3. Such an offer is obliged to seize the appellant before

publication to present the Czech National Bank, which its publication

prohibit or impose additional conditions for its publication; section 6 (1). 1,

section 12, paragraph. 2 to 4, and article 13 (3). 1 shall apply mutatis mutandis.



TITLE III



THE TAKEOVER OFFER



§ 8



Protection of internal information and protection from market distortions



(1) the applicant shall ensure that, in order to avoid premature and unequal

the dissemination of information about, considering or that conceived the intention to make an offer

the takeover; the same is true in relation to the steps that will result in

the emergence of tender obligations. The applicant shall instruct all persons for

It shall carry out the activities related to the takeover offer, their

obligations of confidentiality and the prohibition of the use of information according to the

business law on the capital market and shall take such measures as

to prevent the dissemination of information and their use.



(2) if there are significant fluctuations in the exchange rate or if the guesswork

or speculation about a takeover bid, and at the same time can be reasonably

assume that their origin is linked to the preparation or with reflections

the petitioner about the takeover bid or the acquisition of the share on the target

the company, the applicant shall publish a notice of its intention to make takeover bid

or act that is tender; This information

at the same time notify the Czech National Bank.



(3) the Projector always without undue delay shall publish information about

that its authorities have decided to make a takeover offer, or, if the

the physical person that has made a final decision on the initiation of steps

immediately to make a takeover bid, or that there is a

the circumstances that resulted in the creation of tender obligations.



(4) the method of publication of the information referred to in paragraphs 2 and 3 shall be elected

so, to avoid the use of internal information or distort the market.

The Czech National Bank may, taking into account the interests of the owners of the participating

of securities of the target company on the proposal to postpone the creation of obligations

in accordance with paragraph 3, if it can be prevented damage to the appellant's

or persons cooperating with him and the plaintiff prevents access by other

persons to the relevant information.



§ 9



(1) an applicant may inform the target company of its intention to make

the takeover offer or of its intention to act in a way that he creates invitations

obligation, even before such information was disclosed, and act

with her.



(2) the target company shall ensure the protection of internal information; § 8 paragraph. 1

apply, mutatis mutandis, to the target company.



(3) For the person with whom the applicant acted on the acquisition of a share in the

the target company, or otherwise learned from the applicant or

from the target company has not yet neuveřejněné information, the section 8 (2). 1

mutatis mutandis.



(4) this Act does not affect the obligations provided for in the protection against

the abuse of the market according to the law on the capital market.



§ 10



Offer document



(1) Takeover Offer must be made only to the publication of an invitation to tender

a document that contains at least



and the business name or name) and address, or the name or names,

the surname and place of residence or place of business, if different from the residence

the petitioner, target companies and persons cooperating with

by the applicant, and where the persons cooperating with the target

companies,



(b) the shares of the appellant and persons) cooperating with the complainant on

the capital of the target company and the amount of their share of the

the voting rights of the offeree company in accordance with § 35 and 37, if different,

including their structure, and description of the relations between the

the cooperating entities, or, if the applicant such

the information available, whether the description of the relationship between the target

companies and persons cooperating with the target company,



(c)) the essential elements of the purchase or exchange of the Treaty, in particular



1. the designation of the securities that are the subject of the offer

the takeover, including putting their kind, form, shape, or

the nominal value and the identification mark in accordance with the international

numbering system for the identification of securities (ISIN), where

granted,



2. information on the consideration offered for the participation, where appropriate, security

sufficiently precise way of determining consideration; in the event that such

consideration of offers of securities, shall be also data about them according to section

1,



(d)) the average price, and in the case of a mandatory takeover offer, whether or not the premium

the price of securities, and the reasons above offered

consideration,



(e)) the maximum quantity of securities, on which the offer is

the takeover is limited, or the minimum amount of securities,

the acquisition is subject to,



(f)) for binding takeover bids,



(g)) of the conditions and way of payment of compensation for the breach under section 33 and

the method of its determination,



(h) notification of acceptance) takeover bid or the designation of the European

of the regulated market on which the contract is closed,



I) procedure for the transfer of securities and the terms and method of payment of the price

Another consideration, where appropriate,



(j) the acceptance of the appeal) rules for takeover bids, where appropriate, for

withdrawal from the contract resulting from acceptance of the offer acceptance



to the appellant's intentions regarding) the future activities of the target company,

its staff and the members of its organs, including the planned changes

conditions of employment or the resettlement or relocation of establishments

the target company, and further information about the intentions of the appellant on

with its future activities in the extent to which the take-over bid

affected,



l) data on the sources and methods of financing or other securing

consideration,



m) the law governing the internal ratios of the target company,

the law which will govern contracts concluded on the basis of the

a takeover bid, and the competent courts for the resolution of disputes from the menu

the takeover,



n) details of the supervisory authority, whose takeover offer is subject to the supervision,

including information on the approval of the publication of a takeover bid.



(2) the offer document when the mandatory takeover bid also contains

Why is made and a description of the methods that were used to determine the forms of

and the amount of the consideration, information concerning the type and the amount of the consideration is provided or

agreed, for each acquisition of securities of the target company

the applicant or the person the number of cooperating and securities

acquired in each of the stores, if the negotiation has occurred in

the last 12 months before the creation of tender obligations, or

the statement that such a deal was concluded.



§ 11



Other essentials tender document



(1) the offer document may be supplemented by a declaration by a trusted person

different from the applicant, in which the person stating that the menu contents

the takeover is in its consciousness in accordance with the law.



(2) if they are offered as consideration securities, which

the public offering would otherwise be necessary to draw up a prospectus of the securities

According to the law on the capital market business, includes bidding

the document also details required by law about the business on the capital market.



(3) an invitation to tender document is also the opinion of the authorities of the destination

the company pursuant to section 16, if the applicant passed at least 2 working

days before the publication of a takeover bid.



§ 12



Takeover bids notification



(1) the applicant shall submit the draft tender document of the Czech national

Bank within 15 working days from the time when the notification requirement

pursuant to section 8 (2). 3. Czech National Bank may, at the request of the applicant

the time limit under this paragraph shall extend a maximum of about 30 working

days.



(2) an applicant who has a domicile or registered office outside the territory of the Czech

Republic, shall instruct its representation in matters relating to the menu

the takeover, in particular receiving correspondence, a lawyer or a person

authorised to provide investment services in the Czech Republic. It

does not apply in the case of the appellant, on the territory of the Czech Republic established

organizational folder of your enterprise.



(3) the Czech National Bank may invite the applicant to prove that he has

sufficient resources to finance the takeover bid and to show their origin.



(4) If the Czech National Bank finds that the offer document does not contain

all the conditions laid down by law or that contains a manifest

false or misleading information, or that have not been met

the requirements referred to in paragraph 2 or 3, disables its publication.
(5) where appropriate, the Czech National Bank save the applicant to

along with the invitation document for more information published or changed

the contents of the tender document, if it would otherwise have been a takeover offer

vague or misleading, or is the disclosure of such information

justified by the principles of the takeover bid. The Czech National Bank may

the claimant, in order to save her before the publication of a takeover bid announced

How to meet these requirements. If the applicant fails to comply with the conditions

set by the Czech National Bank pursuant to this paragraph,

the decision referred to in the first sentence, the Czech National Bank publication menu

the takeover has banned.



section 13



Make takeover bids



(1) If the Czech National Bank issued a decision establishing the publication

an invitation to tender, the applicant shall publish the document prohibits the offer document

soon as possible after the expiry of the 15 working days, but no later than 30

working days from receipt of the notification referred to in section 12, paragraph. 1 or from the delivery

his changes or additions of the Czech National Bank. The bidding document can be

publish before the expiry of the period of 15 working days, if the Czech national

the Bank shall notify the applicant that has not found the reasons for the ban on its

the publication. The Czech National Bank may, in justified cases, the time limit

According to the first sentence, however, extend each other within a maximum of 15

working days.



(2) in the case of that particular legislation requires the acquisition of the

securities pursuant to the consent of the public authority

specific legislation or regulations of the European communities,

the offer document may be made public only if consent was

granted, unless it is established that the supply will be sufficient to make the submission

the application for consent or other conditions; If the consent of the

issued, are annexed to the tender document. If the consent

under this paragraph, the publication of the document as a condition of the tendering

sentence first, then after a period of time, after which the proceedings for grant of the consent,

the deadline for the publication of an invitation to tender the document referred to in paragraph 1 is not running.



(3) the offer document is published in at least one nationally

a distributed journal, and at the same time in a way that allows remote access;

the disclosure in a manner enabling remote access is not required if the

the offer document in written form is provided free of charge to the public in

the headquarters of the target company, and at the headquarters of the claimant and, commissioned to

the representative of the appellant pursuant to section 12 paragraph. 2, also at the headquarters of such a representative.

If you will publish the offer document to the remote

access, and if the applicant or the target company, its website

page published on these pages.



(4) the articles of Association of the target company may identify additional ways of publication

an invitation to tender document, which may not encumber the applicant over the

reasonable or not do the publication impossible. In the event that they are

the subject of takeover bids participating securities admitted to

trading on a foreign regulated market, discloses the bidding

document whether or not in the Member State in which the foreign market

organized, the way for the publication of an invitation to tender document

lays down the law of that Member State.



(5) within the time limit of at least 10 working days prior to the publication of an invitation to tender

document projector delivers the offer document and the Board of Directors

the Supervisory Board of the target company.



§ 14



Employee information



(1) the appellant and the Board of Directors of the target company without undue

delay, inform the trade unions, works councils or other

the representative of the employees (hereinafter referred to as "employees ' representatives") and if not,

then the employee, on the publication of a notice under section 8 and 9 and on the publication of the

takeover bid pursuant to section 13.



(2) the Board of Directors of the target company without undue delay shall transmit to the

representatives of the employees, the employees ' representatives or, if not

ustaveni, zaměstnancůmsamotným copies of the document in the context of the

an upcoming takeover offer received, inform them of their options

separately to the takeover bid, to express and communicate to the period in which the

need to draw up the opinion of the workers, so that it can adequately

at the same time the opinion of the authorities of the target company pursuant to section 16.

The Board of Directors of the target company without undue delay after the

the development passes workers ' representatives, or, if the representatives of the

employees are not employees of the ustaveni, by the opinion of the authorities

the target company to a takeover bid, pursuant to section 16.



§ 15



The obligation of neutrality of the authorities of the target company



(1) From the time when the members of the Board of directors or of the Supervisory Board of the target

the company is aware of the facts from which it may reasonably be expected,

It will be made a takeover offer,



and must not accept measures) which may cause that the addressees of the bid

the takeover will not have the opportunity to freely decide on takeover bid

knowledge of the facts,



(b)) shall refrain from until the publication of the results of the takeover bid of what would

This may frustrate, unless that particular meeting to approve at the time of binding

a takeover bid by the general meeting or the company fulfils the obligations

provided for by law or if the normal operation of the enterprise.



(2) the Board of Directors is authorized to convene to obtain consent referred to in

paragraph 1 (b). (b)) the general meeting; the legal deadline for the convening of the General

the pile is reduced to 14 days.



(3) the members of the Board of directors or of the Supervisory Board of the target company may

without the consent of the general meeting, do the necessary measures to find the

the competing takeover bids; a competitive takeover bid may make

even the members of the Board of directors or the Supervisory Board.



section 16 of the



The opinion of the authorities of the target company



(1) the members of the Board of Directors and the Supervisory Board of the target company shall process the

within 5 working days from the receipt of an invitation to tender document of the common

in a written opinion, which is expressed as to whether the offer acceptance

in accordance with the interests of the target company, the addressees of the takeover bid,

employees and creditors of the target company; in particular, they expressed to the kind of

and the amount of the consideration offered.



(2) opinion in addition to the data referred to in paragraph 1 shall contain at least the



and differing opinions) any member of the Board of directors or the Supervisory Board,



(b)) any notice that the members of the Board of directors or the Supervisory Board,

where appropriate, some of them were in their appointed functions under the influence

the appellant, in particular, for their choice, or voted with

the complainant shall cooperate



(c) any legal or factual) defects of takeover bids,



(d) information on the possible) conflict of interest the Board of Directors and the Supervisory Board and

the interests of the target company or the addressees of takeover bids,



e) data about whether the members of the Board of Directors and supervisory board intend to yourself

the takeover offer to accept and to what extent,



(f) the likely impact of) data on the takeover bid on employment,

the structure and goals of the target company,



(g) the likely impact of) data on the takeover bids on the strategic objectives

the appellant in relation to the target company and about the impact on the appellant's

employment and the location of the production of the target company.



(3) in its opinion may not be formulated recommendations, all the data in the

However, it is factually justified. In the case that some

the data could cause considerable harm to the target company, the only

their general characteristics.



(4) in the event that the members of the Board of Directors and of the Supervisory Board received

separate opinion of the employees to the takeover bid, shall be annexed to

the opinion referred to in paragraph 1.



(5) the opinion of the members of the Board of Directors and shall deliver to the Board of Trustees

the claimant within 2 working days after its drafting. Neuveřejní-a

draftsman of the opinion, together with the take-over bid, shall publish it in the target

the company without undue delay, in at least one nationally

a distributed journal, or in a manner enabling remote access. If

the opinion published in a manner enabling remote access and, if

the target company, its website, published on these

pages.



(6) the opinion of the members of the Board of Directors and Supervisory Board shall transmit to the Council in 2

working days after its elaboration of the Czech National Bank.



(7) members of the Board of Directors and the Supervisory Board shall draw up a similar opinion

also to each change of the take-over bid; paragraphs 1 to 6 shall apply

Similarly.



§ 17



Permission restrictions, acquire or dispose of securities of the target Subscriber

the plaintiff company and other persons



(1) for binding takeover bids not projector or persons with

him cooperating do no legal acts tending to contract

the acquisition of securities of the target company for other

conditions than those that contains a menu taking over, unless the



and participating will receive securities) by applying an Exchange Law of the United

the securities, which were acquired before the applicant decided to

the takeover offer to make,



(b) the Subscriber will receive securities) by the application of a prior right or

options or rights from the contract, if these rights were acquired in good faith before
the appellant decided to carry out the negotiations leading to the creation of

tender obligations, where appropriate, before the applicant decided to

the takeover offer to make,



(c) the Subscriber will receive securities) by applying the rights of other persons

was the complainant or person cooperating with him established before

before the applicant decided to carry out the negotiations leading to the creation of

tender obligations, where appropriate, before the applicant decided to

the takeover offer to make,



(d) participating securities will receive) the fulfilment of the obligations to the outside

standing to shareholders arising from the Treaty on the transfer of profit or control

contract in accordance with special legislation, or



(e)) are such persons securities dealer or Bank and the

acts shall be in the ordinary course of trade in the provision of investment

management services of investment instruments, or in the performance of their

the obligations arising from their status of market maker ^ 9) or

comparable positions on European regulated market.



(2) for binding takeover bids not projector or persons with

him cooperating do legal acts aimed at the transfer of the participation

securities of the offeree company, unless this is the case of the transfer of a

the conditions referred to in paragraph 1 (b). b), c), or (e)).



(3) a person who has taken legal action in accordance with paragraph 1 or 2 shall notify the

This fact of the Czech National Bank within 5 working days from the date of its

making. In this notice, the total number of securities, which

the Act concerned, the weighted average sales prices of the individual

securities, achieved the highest and lowest purchase price.



(4) the Czech National Bank at the request of the petitioner or the person

cooperating with the applicant shall authorise the derogation from the prohibition provided for in paragraph

1 or 2, if it is in accordance with the principles set out in section 3.



section 18



Consequences of violation of the prohibition, acquire or dispose of participating securities

the target company



(1) in the event that the applicant or person cooperating with him violates

its prohibition under section 17, are for a period of 3 years from the violation of the prohibition of

be entitled to exercise the rights associated with the participating securities, which

as a result of this meeting.



(2) in the event that the applicant or person cooperating with him will take in the

the time between the publication of a takeover bid, and the last day of the period of obligation

takeover bids, participating securities that are the subject of the offer,

under more favourable conditions than those listed in the takeover bid, is

the result of these changes, the corresponding adjustment of takeover bids and contracts

that have already been concluded, on the basis of a takeover bid.



§ 19



The obligations of the persons of interest involved in the takeover bid



A person of interest in a takeover bid shall notify of the Czech National Bank

without undue delay after notification of the intention to make takeover bid

any acquisition or disposal of securities of the target

the company or options on such securities; This applies, mutatis mutandis, of the securities

the papers, which the applicant as consideration.



section 20



Consideration in a takeover bid



(1) the price or exchange rate ratio offered as consideration in a menu

the takeover of the rest in cash or in securities, or in the

a combination of both, unless the law provides otherwise.



(2) consideration of the takeover bid is the same for everyone in

the same zastupitelného local security.



section 21



A partial takeover offer



If the applicant shall ensure that the relative satisfaction of persons who offer to takeover

take over a set number of securities, and the way

According to § 25 paragraph. 3, can be in a takeover bid that applies

only a certain number of participating securities (hereinafter referred to as "partial

the takeover offer ").



section 22



Conditional takeover offer



The takeover offer may be subject to a condition whose fulfillment only

does not depend on the discretion of the applicant or person cooperating with him; If

may, however, affect the condition, they do everything you can for them

its compliance with the fair.



section 23



Amendment and revocation of a takeover bid



(1) the amount of the consideration in a takeover bid, the plaintiff can only change

so that changed the amount of the consideration was for the addressees of the takeover bid

more convenient. In other cases, the offer of taking over the change, or

appeal only if it is expressly stated, if there is such a procedure in

contrary to the principles set out in section 3, and the only factually reasonable

the cases, which do not depend solely on the discretion of the applicant or person with

him cooperating.



(2) in the event that a change has occurred, a takeover bid that her

conditions change so that they are more favourable to its addressees,

the same changes also in contracts that were already on the basis of the menu

the takeover closed.



(3) the intention to change or withdraw the offer of acceptance shall notify the appellant of the Czech

the National Bank at least 5 working days before the publication changes or

the appeal. The notification shall be accompanied by any proposal for amendments to the tender

the document. If the Czech National Bank finds that the procedure proposed in

the announcement is in conflict with this Act, the time limit referred to in the first sentence

the decision, which the modification or revocation, disables the takeover. Change

or appeal the appellant shall publish a takeover bid in the same way

as the takeover bid.



(4) the period of obligation of takeover bids from the publication of the amendments

the takeover of the take at least 5 working days. In the event that as a result of

changes to takeover bids referred to in paragraph 1 is for the extension of the period

binding takeover bids, the total time may be binding menu

extended to a maximum of 2 weeks, unless the Czech National Bank will approve longer

for extension of the period of obligation.



(5) in the event that changes occur as a result of a takeover bid in the implementation of the

legal obligations or obligations arising from other legal

the regulation shall apply mutatis mutandis, paragraphs 2 to 4.



section 24



Time binding takeover bids



(1) the offer document provides for binding takeover bids, which

shall not be less than 4 weeks from the date of its publication. If the time

binding a takeover bid of more than 10 weeks, the applicant shall publish

in the same way as the offer of taking over the 2 weeks before expiry of the period

binding a warning to what date time binding ends.



(2) an applicant may



and to extend the period of obligation) takeover bids, if the

published competitive offer of acceptance or if the applicant has changed the amount of the

consideration; the extension, which limits the target company in its

the business activities of more than with regard to the objectives of the takeover bid

reasonably necessary, is unacceptable,



(b)) to extend the period of obligation of takeover bids under the conditions provided for in § 23

paragraph. 1, or



(c)) unless it is a mandatory takeover offer, reduce the time binding

takeover bids, if such a procedure is justified by important interest of the target

of the company; time binding bids cannot be reduced to less than 2 weeks.



(3) if the applicant referred to in paragraph 2, the provisions of § 23 paragraph. 3

up to 5 apply mutatis mutandis.



(4) the Illegal is an extension or shortening of the binding nature of the menu

the takeover, if the claimant in a takeover bid, expressly stated that the

for the binding does not change.



§ 25



The formation of the contract



(1) the contract concluded on the basis of a takeover bid on the European

a regulated market shall be concluded in accordance with the rules of the market operator.



(2) the contract concluded on the basis of the takeover bid outside the European

regulated market is closed, by delivering a notice of acceptance of the offer

the takeover of the applicant. The applicant shall notify the contract to any person,

that takeover bid.



(3) if the partial takeover bid exceeded a set number of

the participating securities, then the persons who offer to takeover

adopted, will satisfy the fairly with regard to the total number of participating

securities that are the subject of takeover bids received.

The applicant shall be notified of such persons relative satisfaction. The contract is concluded

at the time of delivery of notice of relative satisfaction.



(4) where an offer conditional on the takeover, the applicant shall notify the persons who

take the takeover offer, whether or not the condition is met.

The contract referred to in paragraph 2, in this case closed with the swap

the condition.



section 26



Notification of conclusion of the contract



(1) the fulfilment of or failure to perform, the conditions, the conclusion of the contract or proportional

satisfaction according to § 25 paragraph. 3 the applicant shall be notified in the manner and within the time limit

listed in the takeover bid, but within 1 month from the expiry of the period

its binding, otherwise, the condition is true, the conclusion of the contract

or a proportional satisfaction notified.



(2) in the event that an applicant for a partial takeover bid fails to notify

Parties which have accepted it, the relative satisfaction within the time limit referred to in paragraph 1,

is true that the contract has been concluded, the full extent of the tenders received

the takeover and to limit the number of securities shall be disregarded.



(3) the applicant shall announce the conclusion of the contract before the expiry of the period

binding takeover bids.



section 27 of the



Withdrawal from the contract
(1) the contract resulting from acceptance of the offer acceptance, the who

accepted, withdraw also for binding takeover bids, without

putting the reason, unless the rules of the market operator, is to

the Treaty on the European regulated market provides otherwise.



(2) the contract resulting from the adoption of the partial takeover bids, the who

It accepted, withdraw within 15 working days from the moment of delivery of the notice

a proportional satisfaction according to § 25 paragraph. 3. If a notification under sentence

the first will be delivered within 1 month from the expiry of the period of the binding nature of the menu

the takeover, the period referred to in the first sentence from expiry of 1 month from the

the end of the binding takeover bids.



section 28



The method of notification



Notification of the acceptance of the takeover bid, on the conclusion of the Treaty, on a pro rata

satisfaction, fulfilment or non-fulfilment of the conditions of and withdrawal from the contract

under section 27 shall be in writing, unless the contract is concluded on the

the European regulated market trading rules and market operator

provides otherwise.



section 29



The withdrawal period



(1) after the expiry of the period of the binding nature of a take-over bid may not even the proposer

persons cooperating with him for a period of 1 year from the publication of the results of the make

Another takeover bid aimed at the acquisition of the securities

the same target company; This does not apply if the claimant was invitations

obligation or is a competitive offer.



(2) an applicant who publicly announced intention to make takeover bid

It shall publish a notice in a reasonable time, but within 90 days from the date of notification.

If the applicant does not make a takeover offer within the specified period, the

paragraph 1 appropriately. The time limit referred to in the first sentence is not running after the time that the

the period has been extended pursuant to section 13 (3). 1.



(3) in the event that the applicant has not made a takeover offer, as

publicly announced the intention of the Act, that is tender duty,

or as his actions caused the investing public reasonably

the assumption that it intends to make a takeover offer, and the petitioner publicly

the presumption of denial, paragraph 2 shall apply mutatis mutandis; the time limit begins

run 1 month after the public announcement of the petitioner, or from the fact

decisive for the formation of clear grounds provided for the investing public.



(4) in the event that the applicant publicly declares that the takeover bid

they do not, or will not act, it is tender duty,

paragraph 1 shall apply mutatis mutandis; the time limit begins to run 30 days from statement

the petitioner.



(5) a public declaration or notification, for the purposes of this

provisions shall mean any declaration, of which they are members of the authorities

the target company or the owners of its securities

able to clearly recognize the intention of the claimant.



(6) the Czech National Bank may, at the request of the applicant a period of 1 year according to the

paragraph 1 be shortened or waived if the takeover bid is not in the

contrary to the interests of the target company or its shareholders.



(7) if the applicant makes a takeover bid in contravention of paragraphs 1 to 4,

It does not have such influence on other obligations laid down in this

by law, nor the validity of contracts concluded on the basis of such offers

the takeover.



section 30



The prohibition on the acquisition of securities of the target company after their

time binding takeover bids



(1) the claimant or person cooperating with him, not for a period of 6 months

from the end of the binding takeover bids to acquire the transfer of participation

securities of the target company for a higher consideration than that

the offer included the takeover; This does not apply,



and if it is on) a transaction concluded on the regulated European market,

on the essential terms agreed by the parties through the

the automated trading system,



(b) if the value of the consideration does not exceed) at the time of the grant or

the negotiation of the current course of the securities on the European party

a regulated market,



(c) if the acquisition occurred) because of the fulfilment of the obligations imposed by law

or because of the application of squeeze-out rights to securities, or



(d)) with respect to a case referred to in § 17 paragraph. 1.



(2) if the applicant or person cooperating with him or the owner of the

local security can ask the Czech National Bank on the

permit exceptions from the prohibition referred to in paragraph 1. The Czech National Bank

the request, if it is in accordance with the principles set out in section 3.



(3) if the applicant or person cooperating with him will take

the transfer of the securities concerned are in breach of the prohibition referred to in paragraph

1 or the consent of the Czech National Bank, in accordance with paragraph 2, he calls

the claimant parties, which adopted the original takeover bid, the difference between

the amount of the consideration in the takeover bid and the amount of the consideration arising from the

contracts concluded pursuant to this provision.



section 31



The publication of the results of the takeover bid



The applicant shall publish the results of the takeover bid without undue delay

After the expiry of the period of its binding way published menu

the takeover, and also inform the Board of Directors and Supervisory Board

Board of the target company. In the notice referred to in the first sentence also indicate what

the amount of securities of the target company has acquired on

the basis of takeover bids, what proportion of these securities on the

the securities, which offer acceptance,

what amount of securities of the target company has acquired outside the

the takeover offer for binding takeover bids, and whether they have been met

the conditions for the emergence of additional supply obligations.



§ 32



The breakthrough rule



(1) the general meeting of the target company may decide that the

a takeover bid for its securities shall apply

the rules referred to in paragraphs 2 to 5, or some of them. To this decision

the majority of shareholders requires the consent required by the articles of Association of the target

the company for making decisions about changing the articles of Association. The decision referred to in the first sentence of

entered in the commercial register, the company to inform the authorities of the

supervision of takeover bids of all Member States in which its

participating securities admitted to trading on a regulated European

the market. For registration in the commercial register shall submit to the Board of Directors without

undue delay, after the adoption of the resolution of the general meeting. If the decision is

the general meeting referred to in the first sentence of its decision to cancel the second sentence applies

up to fourth by analogy.



(2) at the time of binding takeover bids, the restrictions on transferability

securities of the offeree company specified statutes or

the agreement between the target company and the shareholders, the shareholders or other

become for transfers in the context of takeover bids against the applicant

ineffective.



(3) The general meeting of the consent referred to in section 15, paragraph. 2 are

ineffective any restrictions on voting rights determined by the statutes or

the agreement between the target company and the shareholders or shareholders.



(4) in the event that the applicant himself or together with persons with him

cooperating takes as a result of increased or its takeover bid

the share capital of the target company, so that it will be

tříčtvrtinový at least associated proportion of voting rights of the target

the companies are from the end of the binding takeover bids ineffective

all of the restrictions referred to in paragraph 2 and to vote at the first General

meeting convened after the time binding takeover bids shall apply mutatis mutandis

paragraph (3). If the general meeting does not take place within 2 weeks from the publication of the

the results of the takeover bid, the Board of Directors convened on the initiative of the petitioner

the general meeting without undue delay; the time limit for convening the general meeting

in this case, 14 days.



(5) paragraphs 3 and 4 shall not apply to preferred shares or participating

securities of a similar nature and on participating securities, which are

linked to the specific rights of the Member State.



section 33



Compensation for the breach



(1) an applicant shall provide to the parties, to the rights directly resulting from the

the articles of Association of the target company or of the agreements referred to in section 32 was when

affected by a takeover bid as a result of the decision of the general meeting pursuant to §

paragraph 32. 1, adequate compensation for the injury suffered by the person as a result of

the decision suffered; This shall not apply if this was right after the

the resolution was adopted by the general meeting pursuant to § 32 paragraph. 1.



(2) Compensation shall be granted in cash. The amount of the compensation shall be

accompanied by the expert, that the appellant, on request, provide to persons

referred to in paragraph 1. The applicant is obliged to reimburse the persons referred to in

paragraph 1, compensation within the time limit laid down for the maturity of the consideration

According to the contracts concluded on the basis of a takeover bid.



(3) If a person referred to in paragraph 1, provided that the compensation

It is unreasonable, the Court may demand payment of the difference between

compensation referred to in the takeover bid and adequate compensation. On

This procedure shall apply mutatis mutandis to section 52.



§ 34



The rule of equal conditions



The general meeting of the target company may decide that the effects

the decision according to § 32 paragraph. 1 does not apply if a company that is

the applicant or the person controlling it, similar to nevztáhla

the breakthrough rule under section 32; § 32 paragraph. 1 shall apply mutatis mutandis. The effects of the
This decision shall only apply to takeover bids, which were

information according to § 8 paragraph. 3 published after 18 months from the adoption of the

This decision.



TITLE IV



MANDATORY TAKEOVER OFFER



section 35



Invitations to the obligation to



(1) whoever gets a decisive share of voting rights in the target

of the company (hereinafter referred to as "mandatory person"), shall, within 30 days of the date on which

following the date of the acquisition or the share menu

the takeover of all owners of securities of the target company

admitted to trading on a regulated European market (hereinafter referred to as

"the tender obligation").



(2) the time limit referred to in paragraph 1 is not running after the time when the proceedings before the

The Czech National Bank pursuant to § 40, 41, 42, paragraph. 1, § 44 or 45.



(3) If a person referred to in paragraph 1, obligation, because the inherited

participating securities, the period shall start to run there from the date that

following the date on which has acquired the authority of a court decision on the inheritance.



(4) if someone meets its obligation, invitations to bid

also, the obligation to make a takeover bid under the same conditions

any person who is part of the same group, or any other person,

that was the offer obligation as a result of the same fact.

Required the person and the person making the takeover offer from takeover bids are

be bound jointly and severally.



section 36



Invitations to the obligation of cooperating groups of people



(1) the tender obligation according to § 35 also arises in cases where the



and produce a group of cooperating persons), in which each of the

its members gets a decisive share of voting rights in the target

the company, or if any of the members of existing groups

the cooperating parties a decisive share of the voting rights of the target

the company on the basis of a different reality, or



(b) the Group shall cease cooperating persons), with the result that one of its

Member or other Group affiliates will continue to hold

decisive share of voting rights in the offeree company; This does not apply,

If these persons hold a decisive share of already before have become members of the

the company of a group of cooperating persons, or



(c)) in the Group of cooperating persons, whose members hold all

decisive share of voting rights in the offeree company,

such changes, which result in certain of its member or a

another person or another group of cooperating parties a decisive influence on

exercise of voting rights in the offeree company members of this group

cooperating persons.



(2) where the tender obligation referred to in paragraph 1 the Group

cooperating persons have this obligation to all cooperating

of the person; an obligation is fulfilled, if the offer of taking over any of the

them. Contracts resulting from the adoption of takeover bids are those persons

be bound jointly and severally; sections 39 to 41 shall apply to the Group

cooperating persons adequately. If the eliminated according to the following provisions

invitations to the obligation for one member of the group, then all invitations

the obligation of the other members.



(3) the time limit for compliance with the tender requirement under section 35, paragraph. 1 begins in

the cases referred to in paragraph 1 shall run from the day following the meeting

the conditions referred to in paragraph 1 (b). and (b))), or (c)).



(4) if the conditions for the emergence of tender obligations as referred to in section

paragraph 35. 1, as referred to in paragraph 1, the tender obligation originated

under the first paragraph.



§ 37



That is added, the voting rights



(1) for the purposes of sections 35 and 36, in the calculation of the proportion of voting rights in

the target company added to each voting rights, whose exercise is

able to according to its separate decision directly or indirectly

decisive influence, especially



and voting rights) by a third party on his behalf,



(b)) voting rights which may be exercised without being a shareholder of the target

the company,



(c)) voting rights which are associated with the participating securities

provided as collateral to a third party,



d) voting rights attaching to the securities, which has

požívací or similar right, or



e) voting rights which may at any time take on the basis of a unilateral

expression of will.



(2) for the purposes of section 35 in the calculation of the proportion of voting rights in

the target company added controlling person voting rights associated with the

the share of voting rights controlled by the person.



(3) for the purposes of section 36 is in the calculation of the proportion of voting rights in

the target company each Member of the Group of cooperating parties

added shares of the voting rights in the offeree company other

members of the Group of cooperating persons.



section 38



Not voting rights



(1) for the purposes of sections 35 and 36, in the calculation of the proportion of voting rights

the target of the company do not reflect



and if it is) about a trader with securities, the voting rights associated with the

the participating securities of the target company,



1. the repository for another person and is obliged to exercise the voting rights of the

in accordance with the instructions of the person,



2. has acquired as a result of the performance of their duties as a market maker on

the European regulated market, unless the voting rights associated with them

exercised and, if not later than 1 year after their acquisition of steal, or



3. has acquired for the purpose of sale to another person if they are not voting

the rights associated with them are exercised, and if it is not later than one month from the

their acquisition of the steal, or



(b)) voting rights attaching to the participating securities in assets

institutional investor or a provider of services in the capital

the market according to the law governing the capital market supervision ^ 3),

If the voting rights associated with them are exercised and this fact

was published and communicated to the offeree company no later than on the day of acquisition

These rights.



(2) in the event that they are exercised, the voting rights associated with the

the participating securities of the target company that are located in the investment

Fund without legal personality or in an investment fund with legal personality,

that is not a self-governing Fund, shall be calculated in proportion to the voting

rights managers; He will make a mandatory takeover offer for its

name and on his account.



(3) If a trader fails to the securities conditions within the time limits referred to in

paragraph 1 (b). and), that became the voting rights

the expiry of this period.



section 39



Exceptions to the bidding requirement



(1) the tender obligation shall not apply to



and the heirs of the person who) offering duty,



(b)) cases where the acquire the vesting of the share of the result of the conversion of

the company, if all the persons concerned were members of one group

or was it a controlling company and controlled company



(c)) the management person in the contract on the transfer of profits or in the control

the Treaty assumed the obligation to outside shareholders to conclude on the stationary

the written request of the Treaty on the transfer of their valuable participating úplatném

securities without time limit under special legislation,



(d)), the person who determined the share acquired as a result of the transfer of the participation

securities between the members of one group,



e) person a decisive share in its entirety received

the unconditional and indefinite takeover bids,



(f)), the person who determined the share of voting rights of the target

the company entered into as a result of his own conduct, and in the acquisition of its

the share of voting rights could not reasonably be expected to be

decisive share of the target company; until this person holds the decisive

the share of voting rights in the offeree company, she is not even a person

cooperating with it shall be entitled to exercise the voting rights in the target

the company, or



(g) a member of an existing group) the co-operating persons whom the newly

the obligation arises under section 35, paragraph. 1, without at the same time have been met

the conditions for the emergence of tender obligations according to § 36 odst. 1.



(2) invitations to the obligation shall not apply to the one who alone or together with the

cooperating persons control ^ 4) the target company. Invitations

in this case the obligation arises at the time when the person is alone

or together with cooperating persons target company.



(3) the Czech National Bank may, at the request of the person referred to in paragraph 1 (b). (f))

decide that this person is entitled to exercise the voting rights in the

limited range or in its entirety. Prohibition on the exercise of voting rights

shall cease if the person referred to in paragraph 1 (b). (f) make a mandatory offer)

receipt within the time limit referred to in section 35, paragraph. 1; If so, look at the

her, her invitations to the obligation arose.



section 40



The temporary acquisition



(1) the invitations to the obligation shall cease, if so, the Czech National Bank on the

upon written application by the mandatory of the person that already reduced or within the time limit

According to § 35 paragraph. 1, will reduce its share of the voting rights under the scope,

that offer obligation founded by transferred or converted

participating securities of the target company to another person and stops

so in the target company to carry out itself or through other

persons a determining influence.



(2) the request shall indicate the required person persons that have been or will be

participating securities of the target company have been transferred or
or will allow for the disposition of the voting rights and declares that the

listed persons are the persons referred to in paragraph 4.



(3) the Czech National Bank shall issue a decision on the application within 15 working days

Since its delivery or the applicant to complete the request. In the case of

the Czech National Bank called on mandatory person to supplement the application, it shall issue

The Czech National Bank decision on the application within 15 working days from the

delivery, supplemented by the application.



(4) the Czech National Bank shall reject the application if it finds that have been or

participating securities will be transferred to a person, which required a person

controls or controls that required the person, or the person on the cooperating

or the person is otherwise financially or personally connected; It

shall apply mutatis mutandis, if or when this person left with the disposition

voting rights.



(5) for the connection is considered to be a contribution to share capital

other persons in the amount of at least 10% of the capital of that person, or

such other person in the capital required of a person or

such other persons in the share capital of the person who owns the

at least 10% of the share capital of the mandatory of the person.



(6) the personal link is if the same person or person

close is a member of the statutory body as mandatory of the person, other

the person, or if the required person or a person close to at the same time

a member of the statutory body of the other person or if they are participating securities

securities converted and/or disposition with voting rights is left to the

a person who is a member of the statutory body or person of this

a person nearby.



(7) if the Czech National Bank does not issue a decision within the time limit referred to in

paragraph 3, the request shall be deemed approved.



§ 41



Other cases of disappearance of tender obligations



(1) the invitations to the obligation shall cease, if also the Czech National Bank on the

the application required the person decides that it is not obliged to make a mandatory offer

the takeover, because of the proportion of voting rights will be obtained



and, as a result of the negotiations) odvracejícího decline of the target company,



(b)) in order to meet the legal obligation to maintain capital

the adequacy of, or the



(c)) only for the purpose of compliance with other legal obligations of the target company.



(2) the request under paragraph 1 of the letters) and (c)) must be filed before

by decision of the competent authority of the target company on the negotiations

odvracejícím its decline or prior to the transfer of securities to ensure.



(3) the Czech National Bank shall issue a decision on the request referred to in paragraph 1 to the

15 working days of the delivery or the applicant to supplement

request. In the case of the Czech National Bank will invite a person to compulsory

complete the request, shall issue a decision on the application within 15 working days from the

delivery, supplemented by the application.



(4) if the Czech National Bank does not issue a decision within the time limit referred to in

paragraph 3, the request shall be deemed approved.



section 42



Peculiarities in the mandatory takeover bid



(1) a mandatory takeover offer cannot be made without the consent of the Czech national

the Bank with the publication of an invitation to tender document. The Czech National Bank in the management of

of consent with the publication of an invitation to tender document review

a mandatory offer in the scope according to § 12 of the paragraph. 4 and, further, that the amount of the

the consideration established in accordance with this law or that is duly

justified by the value of the transaction referred to in section 43, paragraph. 4 or 5; section 12, paragraph. 4 and §

13 (3). 1 the procedure for the mandatory takeover bid shall not apply. With

the proposal to grant the consent referred to in the first sentence the plaintiff can join

the initiative for the procedure according to § 44.



(2) unless the Czech National Bank decision to reject the proposal,

the decision to change the amount of the consideration under section 44 or 45, or decision

of consent with the publication of an invitation to tender document within 15 working

days from the filing of the proposal or of the amendment or supplement, has awarded

consent to the publication of an invitation to tender the document according to the design of the petitioner.



(3) a person who satisfies the obligation to make a bid, not partial or

conditional offer of acceptance.



(4) the Mandatory takeover bid cannot be retracted, and after its publication it

You can only modify so that it will be more convenient for its addressees. The time limit for

grant consideration must not be longer than 60 days from the end of the period

binding takeover bids.



(5) in the event that the required person or person cooperating with it take

in the time since the creation of the obligation until the publication of the invitation to tender

the takeover of the participating securities, which are the subject of the offer

the takeover, under more favourable conditions than are listed in the menu

the takeover, the § 18 paragraph. 2 by analogy.



§ 43



Consideration in a mandatory takeover bid



(1) in consideration of a mandatory takeover bid may consist in money

or in securities, or a combination of both.



(2) in the event that the securities which are the consideration in the mandatory

takeover bid, not liquid securities traded on the European

a regulated market, is also offered as an alternative financial performance; It

shall apply mutatis mutandis, if the applicant or person cooperating with it purchasing

in the period from the beginning of the 12. months before the creation of the tender duties until the end of

time binding takeover target participating securities

the company, which is linked to at least 5% of the proportion of voting rights

of the target company.



(3) the amount of the consideration must be at least the highest price at which the

the required person or person cooperating with it acquired in the last 12

months before the creation of the tendering obligation participating securities

which are the subject of a takeover bid (hereinafter referred to as "premium price"). In

If the premium price cannot be determined, the amount of the consideration

at least equal to the weighted average of the prices at which they were made

shops with these securities on the regulated European market in time 6

months before the creation of tender obligations (hereinafter referred to as "average price").



(4) in determining the amount of the premium prices will take into account all the fulfilment

economically related to the acquisition of securities, which

the Contracting Parties, including all of the benefits provided in this

context of the drafters or cooperating party. If the

the consideration that represents a premium price, even if only in part, in nepeněžitém

the performance, the plaintiff establishes the value of the performance and the method of determining the value of the

properly reasoned.



(5) If the time limit for compliance with the tender obligation cannot be determined

the final amount of the purchase price, for example, because it is tied to the swap

the condition, which does not know whether occurs, the amount of the purchase price

corresponds to the maximum amount that can be obtained on the purchase price,

unless the plaintiff establishes the value of the rights of the seller at the time of

the conclusion of the contract and the method of determination of the duly justified; then,

the premium price is the amount determined by the applicant, but not

less than the amount of the performance, which was at the time of submission of the grant

consent to the publication of a takeover bid had already agreed.



(6) the appellant and the cooperating person is obliged to inform the Czech

National Bank of all the shops and the arrangements that have occurred in the

the context of the transfer of securities, together with the application for

consent to the publication of a mandatory takeover bid. Justification

the determination of the amount of the values referred to in paragraphs 4 and 5 of the annex are an invitation to tender

the document and the applicant is the Czech National Bank shall submit together with the application

to grant consent to the publication of a mandatory takeover bid.



§ 44



Change the amount of the consideration the Czech National Bank



(1) the Czech National Bank may change the amount of the consideration of the proposed

the complainant, so that was a reasonable, if



and the amount of the premium) or the average price has been significantly influenced by misrepresentation

of course, another disorder of the market or in other exceptional circumstances,



(b)) the above average prices was greatly affected as a result of the extremely low

the liquidity of the security,



(c) the premium price was negotiated) outside the European regulated market

on the economic relations between the Contracting Parties, or



d) during the past 12 months, there have been significant for a target company to

the change of the economic situation.



(2) if the Czech National Bank referred to in paragraph 1, taking into account



and the effect of the facts) referred to in paragraph 1, on the creation of the premium or

the average price,



(b)) the current market rate of the participation in the European securities

regulated market

,



(c)) the value of the securities to which the offer relates.



(3) if the Czech National Bank referred to in paragraph 1, may,

If the applicant did not provide an expert opinion on the basis of its own

discretion, invite the petitioner to justify the appropriateness of the above by

the proposed consideration of expert opinion, and to lay down the period for its

the submission, which may not be shorter than 30 days. The appellant, with him

the cooperating entities and the target company are required to provide the experts

all the assistance that can reasonably be required of them. The release of the

call for the submission of the expert report referred to in the first sentence, the period referred to in section

paragraph 42. 2 interrupts and after expiry of the period set for the submission of

the expert opinion, or after the delivery of a time limit under section 42, paragraph. 2

from the beginning.
(4) If the applicant submits the expert opinion within the time limit laid down in the

the challenge of the Czech National Bank referred to in paragraph 3, the Czech National Bank may

resolution to appoint an expert to expert opinion to

proof of the adequacy of the consideration; the second sentence of paragraph 3 shall apply mutatis mutandis.



(5) if reasonable doubt about the conclusions of the expert opinion by

paragraph 3 or 4, the Czech National Bank asks the experts for clarification, and

If not removed, can doubt its resolution appoint

Another expert to handle additional expert opinion; paragraph 3 sentence

the second applies mutatis mutandis.



(6) the Remuneration and reimbursement of experts set up by the Czech National Bank

referred to in paragraph 4 or 5 shall be borne by the applicant. The time limit for the processing of this

the expert shall not be longer than 60 days. The Czech National Bank without

undue delay, inform the applicant of the provisions of the experts.



(7) issuing a resolution on the provisions of the experts referred to in paragraph 4 or 5 is

the time limit referred to in § 42 paragraph. 2 interrupts, after delivery of the expert runs

This period of time from the beginning.



section 45



The reduction of the amount of the consideration in the inhibition of bankruptcy



If the applicant has acquired the share of voting rights, which he started by

bid obligation, in order to avert the bankruptcy of the target company

According to the insolvency law, it may, at the request of the Czech National Bank

the petitioner's reduce the amount of the consideration under the amount of the specified under section 43 or

44; § 44, paragraph. 3 and 4 shall apply mutatis mutandis.



THE HEAD OF THE



A COMPETITIVE TAKEOVER BID



section 46



(1) the Takeover Offer, which will make the other applicant at the time of binding

the original takeover bid, is a competitive takeover bid.



(2) the target company treats all competing claimant

as well.



(3) the opinion of the Board of Directors and the Supervisory Board of the target company to

a competitive takeover bid also contains a comparison of the competitive

a takeover bid with the initial offer; for the content of the opinion

§ 16 shall apply mutatis mutandis. 1.



section 47



(1) a competitive takeover bid shall be published at least 5 working days

before the end of the period of the binding nature of the original takeover bid and takes at least

until the end of the binding nature of the original takeover bid, but at least 10

working days.



(2) in the event that should force to a competitive takeover bid

finish later than the binding character of the original takeover bid,

the time of the binding nature of the original takeover bid so that both takeover bids

ended on the same day.



(3) an applicant of the original offer or persons cooperating with him taking over the

Subscriber shall not dispose of acquired securities of the target company by

adopt a competitive offer.



section 48



Persons who have adopted a competitive offer to takeover from occurring

contract to the end of the binding nature of the original offer, without

putting the reason. This right cannot be restricted by contract, even with the use of

connect any consequences that would aggravate the situation of the persons referred to in the sentence

the first.



TITLE VI OF THE



ADDITIONAL INVITATIONS TO THE OBLIGATION TO



section 49



(1) If the claimant has made an unlimited and unconditional offer

the takeover and as a result acquired the participating securities target

companies representing at least 90% of the proportion of voting rights and

the capital of the target company shall, within 30 days from the last

day time binding such a takeover bid to all owners

securities of the offeree company are admitted to trading

on a regulated European market an additional takeover bid (hereinafter referred to as

"additional offer").



(2) the duration of the additional binding takeover bids is 90 days.



(3) Consideration for additional takeover bid must be at least

the amount of the consideration specified in the takeover bid, pursuant to paragraph 1.



(4) The procedure for additional takeover bid shall apply mutatis mutandis

the provisions on the mandatory takeover bid, with the exception of sections 35 to 40, section 43, paragraph.

3 to 6 and section 44.



TITLE VII



THE CONSEQUENCES OF THE VIOLATION OF OBLIGATIONS DURING THE TAKEOVER BID



section 50



Action for failure to fulfil obligations of the tender



(1) If the applicant, which was tender duty,

the takeover bid in the statutory time limit, the persons who were owners of the

securities on the last day of the period for compliance with the

supply duties, claim compensation for damages. In the case of securities

the owner, it is considered that the person who is the owner on the date of

action, satisfies the condition referred to in the first sentence.



(2) an action referred to in paragraph 1 may be made



and) not later than 6 months after the expiry of the deadline for the fulfilment of the tender

obligations, or



(b) if the applicant has not complied with the obligation to) publish notice of the

supply duties, within 6 months of the date on which the plaintiff about the emergence of

supply obligations.



(3) if the proceedings on the application referred to in paragraph 1, the Court posted on

the official Board of the Court a notice of initiation of the proceedings and inform the Czech

the National Bank. For more persons to whom the privilege was established in accordance with paragraph 1,

in this case, may bring an action in accordance with paragraph 1 within 3 months from the

fly the notice from the first sentence, and even if passed in vain

the time limit referred to in paragraph 2.



(4) the Judicial decision that confers a right to compensation in accordance with

paragraph 1, for the appellant as to the rights accorded to the base binding

even against other persons who seek compensation for damage caused by

violation of obligations of the tender.



section 51



Responsibility for the takeover bid



(1) if the offer of taking over the information which is false or

incomplete, and this information is important for assessing takeover bids,

can anyone who was at the time of binding takeover bids the owner

local securities of the target company, the claim after the applicant

and the person that has made a declaration in accordance with § 11 (1). 1, as a common and

several debtors for damages suffered as a result of

the incorrectness or incompleteness of the takeover bid.



(2) the liability referred to in paragraph 1 arises, which proves that the



and the person receiving a takeover bid) did not do so on the basis of the

missing or false information contained in the takeover bid,



(b) the person receiving a takeover bid) of the incorrectness or incompleteness of the

takeover bids knew or had to know and could,



c) fix a take-over bid has been made public before the end of the period of obligation

takeover bids.



(3) the Liability referred to in paragraph 1 shall be exempted from the one who proves that the

the incorrectness or incompleteness of the takeover bid, given the circumstances and

your personal circumstances, he could not know.



(4) the Permission under paragraph 1 may be applied to sue in court no later than

up to 1 year from the moment when the person became aware of the inaccuracies

or the incompleteness of the takeover bid, but within 3 years from the publication of the

takeover bids.



(5) the agreement limiting liability under this provision are ineffective.



(6) paragraphs 1 to 5 shall apply mutatis mutandis to the opinion of the authorities of the destination

the company referred to in section 16; for incorrect or incomplete information in the

the opinion of the bodies correspond to the members of the Board of the target company

and of the Supervisory Board of the target company jointly and severally.



section 52



The action to call



The fact that the amount of the consideration in a takeover bid has been fixed in

inconsistent with this Act, the nullity of the contract resulting from the

the adoption of takeover bids. The beneficiary is, however, entitled to sue for the

the Court of the replenishment of the difference between the consideration referred to in the takeover bid and

consideration under section 43; § 50 paragraph. 3 the first sentence and section 50, paragraph. 4

shall apply mutatis mutandis. The Court is not bound by the decision of the Czech National Bank

the adequacy of the amount of the consideration.



section 53



Suspension of voting rights



(1) when a person is, the obligation in the tender

late compliance, not she, nor the person with her cooperating

exercise the voting rights in the offeree company.



(2) the Czech National Bank may decide that the person whose voting

rights have been suspended under paragraph 1, it is still entitled to carry out

voting rights, if it is in accordance with the interests of the target company and

the other shareholders. In its decision, the Czech National Bank performance

of the voting rights or otherwise restrict the subject.



(3) the suspension of the voting rights referred to in paragraph 1 shall cease the additional

the fulfilment of the obligations of the tender or the expiration of 3 years from the time of the offer

obligations.



TITLE VIII



SPECIAL PROVISIONS FOR PROCEEDINGS BEFORE THE CZECH NATIONAL BANK



§ 54



(1) the decomposition of against the decision of the Czech National Bank issued under this

the law does not have suspensory effect, with the exception of the decision on the administrative

offences under sections 61 and 62.



(2) a participant in the administrative proceedings on the prohibition to publish the offer acceptance,

requests for permission to publish the offer document, the menu changes

the takeover and the extension of the period is only binding takeover bid

projector.



(3) the Czech National Bank, without delay, publish the form

remote access decision



and the prohibition to publish the takeover bid),



(b)), the application for authorisation to publish the offer acceptance



(c)) extension of the deadline under section 13 (3). 1 and



(d)) of the prohibition amendment or revocation of a takeover bid pursuant to § 23 paragraph. 3;
While progresses, so that it was investigated the trade, Bank or other

legally protected secrets.



(4) the effects of the decision referred to in paragraph 3 occur their

disclosure under this provision.



section 55



(1) in the case of the Czech National Bank in accordance with § 12 of the paragraph. 4 or

5, section 13 (3). 1 or § 23 paragraph. 3, a decision may be the first

action in the control.



(2) if the Czech National Bank, a takeover offer that contains defects,

may invite the applicant to correct and shall designate a reasonable period to do so.

Part of the challenge is the lesson about what meaning can have its failure.

The Czech National Bank is entitled to the time limit set in the invitation of the important

reasons, extend. Proceed to the Czech National Bank in accordance with the first sentence,

the time limit under section 13 (3). 1 shall be suspended, for the duration of the period laid down in the call

then it is not running.



section 56



(1) an applicant shall submit an application for the grant of consent to publication

an invitation to tender the document not later than 15 working days from the date of

tender obligations, where appropriate, within 5 working days from the approval

pursuant to section 13 (3). 2, if required.



(2) an application for the granting of consent to the publication of a mandatory takeover bid

contains at least offer document, approval under section 13 (3). 2, if the

required, and proper justification under section 43, paragraph. 4 and 5, if it is required.



(3) if the Czech National Bank's call to eliminate the deficiencies of the application for

consent with the publication of an invitation to tender document, the period referred to in section 42

paragraph. 2 shall be interrupted; After the expiry of the period specified in the call to delete

shortcomings of a time limit under section 42, paragraph. 2 from the beginning.



(4) if the Czech National Bank on the change of the above consideration, grants

the same decision also consent to the publication of a takeover bid in the text of the

statement on the change of the amount of the consideration.



TITLE IX OF THE



SUPERVISION



Part 1



The subject and the tools of surveillance and corrective measures



§ 57



The subject of the surveillance



Fulfilment of the obligations laid down in this law shall be subject to supervision, which

the Czech National Bank carries out.



section 58



Supervision tools



The Czech National Bank is in the exercise of supervision pursuant to this Act shall be entitled to

make the target company or person on-the-spot checks required by

the law relating to State control.



section 59



Common provisions



Administrative proceedings, in which stores the corrective action, you can start to 1

year from the date when the Czech National Bank became aware of the facts

decisive to their store, but not later than 5 years from the date on which the

the last time there has been a breach of the obligation or its immediate threat

for which corrective measures are imposed.



section 60



Measures to remedy the



The Czech National Bank is, if there is a violation of this Act or is

immediately violations of some of the principles referred to in section 3, shall be entitled to

According to the nature of the infringement and its seriousness to impose these measures to remedy the



and publish notice of the latter) breach of the obligation,



(b) the claimant) to save to publish, together with the offer of taking over the additional

where appropriate, additional information, save the publication of information,



(c) prohibit the publication of information) relating to takeover bids,



(d) prohibit the making of a take-over bid), or



(e) impose additional conditions) takeover bid.



Part 2



Administrative offences



section 61



Misdemeanors



(1) a natural person has committed the offence by as



and contrary to the petitioner) § 8 paragraph. 2 or 3 has notified the Czech national

the Bank or the neuveřejní intention to make takeover bid or the emergence of

supply duties,



(b) the applicant shall make a takeover bid), without having submitted the Czech national

the Bank bidding document in accordance with § 12 of the paragraph. 1, or make an offer

takeover in contravention of section 13 (3). 1 or section 29. 1, or take

a mandatory takeover bid without the consent of the Czech National Bank pursuant to § 42

paragraph. 1,



(c) the applicant shall publish a foreign menu) in contravention of section 6

or 7,



(d) the applicant shall publish a notice of takeover bid) that is false, or

incomplete, or the publication of the Czech National Bank prohibited by section 12 of the

paragraph. 4 or 5,



(e) the applicant neuveřejní) results of takeover bid according to § 31 or

the results, which will be publish false or incomplete or does not comply with

an obligation imposed under section 44, paragraph. 3,



(f) the person fails to comply with the bid) the obligation under section 35, 36 or 49,



g) mandatory person breach of an obligation under section 12, paragraph. 2,



h) projector or as a member of the authority of the target company does not comply with

information duty according to § 14 paragraph. 1 or 2,



and the authority of the target company) or as a person responsible for

a copy of the separate opinions of employees approve or vote for

opinion on the takeover bid, that contains a false or grossly

misleading information,



(j)) member of the authority of the target company is acting in contravention of section 15(1). 1,



to the authority of the target company) breach of an obligation under section 16,



(l) the applicant violates the ban by) section 23, paragraph. 1 or § 26 paragraph. 1 or

3,



m) the appellant breach of an obligation when you change or withdraw the offer

acceptance pursuant to § 23 paragraph. 3 or 4,



n) if the applicant or person of interest in the takeover bid breaches concerned

the obligations provided for in § 17 paragraph. 1, 2, or 3, section 19 or section 30, paragraph. 1,



of the applicant or person cooperating) breach of an obligation under section 43

paragraph. 6,



p) the applicant or the person does not provide the synergy between cooperating experts

under section 44, paragraph. 3, 4, or 5, or



q) person, which was a measure to redress under section 60 to,

breach of this obligation.



(2) for the offence referred to in paragraph 1 (b). and (f))) up and q) can be fine

to 50 0000 0000 CZK and the offence referred to in paragraph 1 (b). g) up to p) fine

up to 5 0000 0000 Czk.



section 62



Administrative delicts of legal entities and natural persons-entrepreneurs



(1) Legal or natural person established by the administrative

tort as



and contrary to the petitioner) § 8 paragraph. 2 or 3 has notified the Czech national

the Bank or the neuveřejní intention to make takeover bid or the emergence of

supply duties,



(b) the applicant shall make a takeover bid), without having submitted the Czech national

the Bank bidding document in accordance with § 12 of the paragraph. 1, or make an offer

takeover in contravention of section 13 (3). 1 or section 29. 1, or take

a mandatory takeover bid without the consent of the Czech National Bank pursuant to § 42

paragraph. 1,



(c) the applicant shall publish a foreign menu) in contravention of section 13

paragraph. 1 or section 6 or 7,



(d) the applicant shall publish a notice of takeover bid) that is false, or

incomplete, or the publication of the Czech National Bank prohibited by section 12 of the

paragraph. 4 or 5,



(e) the applicant neuveřejní) results of takeover bid under section 31, or

the results, which will be publish false or incomplete or does not comply with

an obligation imposed under section 44, paragraph. 3,



(f) the person fails to comply with the bid) the obligation under section 35, 36 or 49,



g) mandatory person breach of an obligation under section 12, paragraph. 2,



(h) violates the ban by the petitioner) § 23 paragraph. 1 or § 26 paragraph. 1 or

3,



I) appellant breach of an obligation when you change or withdraw the offer

acceptance pursuant to § 23 paragraph. 3 or 4,



(j) the applicant or the person of interest) interested in the takeover bid breaches the

the obligations provided for in § 17 paragraph. 1, 2, or 3, or section 19 or section 30, paragraph. 1,



to the applicant or person cooperating) breach of an obligation under section 43

paragraph. 6,



l) projector, the cooperating person or target company does not provide

experts from the synergy in accordance with section 44, paragraph. 3, 4, or 5, or



m) person, which was a measure to redress under section 60 to,

breach of this obligation.



(2) for the administrative offence referred to in paragraph 1 (b). and (f))) up and m) to save

a fine of up to 50 0000 0000 CZK for the administrative offence referred to in paragraph 1 (b). (g))

to l) fine, up to 5 0000 0000 Czk.



section 63



Common provisions in administrative deliktům



(1) a legal person under the administrative tort does not match, if he proves that

made every effort, that it was possible to require that the infringement of the

a legal obligation.



(2) in determining the acreage of the fine legal person shall take into account the seriousness of the

the administrative tort, in particular to the way a criminal offence and its consequences, and

the circumstances under which it was committed.



(3) liability of legal persons for the administrative offence shall cease, if the

the administrative authority about him has commenced proceedings to 1 year from the date on which it

learned, but not later than 5 years from the day when it was committed.



(4) The responsibility for acts that occurred during the physical business

person ^ ^ 5) or in direct connection with the applicable provisions of the Act

on the liability of legal persons and sanctions.



(5) the Fines collected by the Czech National Bank. Income is income of the State

the budget.



TITLE X



TRANSITIONAL PROVISIONS



section 64



(1) on the mandatory takeover bid in the cases, when invitations

the obligation was established prior to the effectiveness of this law, shall be applied so far

the legislation. The present regulations shall be governed by and the responsibility for

violations of the law, including ways to exercise of the rights arising out of this

the context.



(2) invitations to the obligation pursuant to this act arises only in cases

When the fact the emergence of this obligation the founding occurred after the effectiveness of the

of this law.



(3) the target company, the participating securities are not admitted to

trading on a regulated European market in the State of its registered office, and whose
participating securities admitted to trading on more at the same time

regulated European markets, which the supervisory authority of the Member State in

20 June 2006 did not tell, that is responsible for overseeing the menus

the takeover, it shall determine which of the supervisory authorities of the Member States in which

are these the European regulated markets organized, competent

exercise supervision over the take-over bid. Its decision shall notify the authorities of the

supervision of the take-over bid and the organizers of European regulated

the markets in those Member States. The Czech National Bank shall publish the information

about the decision of the target company pursuant to this paragraph in a manner

enabling remote access.



(4) the provisions of § 32 paragraph. 2 does not apply in cases of agreements concluded

21. April 2004.



PART THE SECOND



cancelled



section 65



cancelled



section 66



cancelled



PART THE THIRD



The amendment to the law on supervision in the field of capital market and other

the laws of the



§ 67



Law No. 15/1998 Coll., on surveillance in the capital market and amending

other laws, as amended by law No 308/2002 Coll., Act No. 257/2004

Coll., Act No. 57/2006 Coll. and Act No. 70/2006 Coll., is hereby amended as follows:



1. In Section 7a, paragraph. 1, after the words "commercial code", the words ",

the law on takeover bids ".



2. In Section 7a, paragraph. 1, letter a) is added:



"and at a public proposal on) the purchase or exchange of securities

pursuant to section 183 of the commercial code, if they are participating securities

securities admitted to trading on a regulated market, in the procedure provided for in §

186a or § 183n commercial code ".



3. In Section 7a, paragraph. 1 at the end of subparagraph (d)) shall be replaced by a comma and dot

the following point (e)), which read:



"(e)) in connection with the take-over bid.".



4. In Section 7a, paragraph 4, including the footnotes no 9a is repealed.



5. In section 9a, paragraph. 1 (d)):



"d) breach of an obligation under section 7a of the paragraph. 1 (a). and) or (c)), or ".



6. In section 9b paragraph. 1 (d)):



"d) breach of an obligation under section 7a of the paragraph. 1 (a). and) or (c)), or ".



PART THE FOURTH



Amendment of the Act on the capital market



section 68



Act No. 256/2004 Coll., on business on the capital market, as amended by law

No 179/2005 Coll., Act No. 56/2006 Coll., Act No. 57/2006 Coll. and act

No 70/2006 Coll., is hereby amended as follows:



1. In section 118, the dot at the end of paragraph 3 shall be replaced by a comma and the following

letters g) to q) are added:



"g) information about the structure of the issuer's equity securities, including

securities admitted to trading on a regulated market established in

Member State of the European Union and the eventual destination of the various classes of shares,

the rights and obligations attached to the shares of the same type and proportion of each

the type of shares the capital



h) information about limitations transferability of the securities



I) information about significant direct and indirect voting shares

the rights of the issuer,



j) information about the owners of securities with special rights, including

the description of these rights,



to) information about limitations of the voting rights,



l) information about the contracts between shareholders, which may result in

worsening of the transferability of the shares or voting rights, if they are

known to the issuer,



m) for information on the specific rules that determine the choice and removal of the members of the

the Board of Directors and amendment of the statutes of the company



n) information about the specific powers of the Board of Directors, in particular of the

mandate under section 161a and 210 of the commercial code,



about) information about significant agreements in which the issuer is contractual

a party and which take effect, change or cease to exist in the case of

a change of control of the issuer as a result of a takeover bid, and the effects of them

under such contracts, with the exception of whose publication would be

seriously detrimental to the issuer; This is not limited to other duty

disclose such information pursuant to this Act or special

the legislation,



p) information on contracts between the issuer and the members of its Board of Directors

or employees that the issuer is obliged to carry out for the case

the termination of their office or employment in connection with the offer

the takeover,



q) information on any programmes, on the basis of the

employees and members of the Board of Directors of the company allowed to acquire

participating company's securities, options to such securities or other

the rights to them under favorable conditions, and about the manner in which they are

the rights of these securities carried. ".



2. In section 118, the following paragraph 8 is added:



"(8) the Board of Directors of the issuer of the securities quoted shall submit to the

shareholders of the company at the annual general meeting a summary explaining the

the report, relating to the matters referred to in paragraph 3 (b). g to q)). ".



PART THE FIFTH



To change the code of civil procedure



§ 69



Act No. 99/1963 Coll., the code of civil procedure as amended by Act No. 36/1967

Coll., Act No. 158/1969 Coll., Act No. 49/1973 Coll., Act No. 20/1975

Coll., Act No. 33/1982 Coll., Act No. 180/1990 Coll., Act No. 328/1991

Coll., Act No. 519/1991 Coll., Act No. 263/1992 Coll., Act No. 24/1993

Coll., Act No. 171/1993 Coll., Act No. 117/1994 Coll., the Act No. 152/1994

Coll., the Act No. 216/1994, Coll., Act No. 84/1995 Coll., Act No. 118/1995

Coll., Act No. 160/1995 Coll., Act No. 237/1995 Coll., Act No. 247/1995

Coll., the finding of the Constitutional Court declared under no. 31/1996 Coll., Act No.

142/1996 Coll., the finding of the Constitutional Court declared under no 269/1996 Coll.,

Act No. 202/1997 Coll., Act No. 227/1997 Coll., Act No. 15/1998 Coll.

Act No. 91/1998 Coll., Act No. 165/1998 Coll., the Act No. 326/1999 Coll.

Act No. 360/1999 Coll., the finding of the Constitutional Court declared under no.

2/2000 Coll., Act No. 27/2000 Coll., Act No. 30/2000 Coll., Act No.

46/2000 Coll., Act No. 105/2000 Coll., Act No. 130/2000 Coll., Act No.

155/2000 Coll., Act No. 204/2000 Coll., Act No. 220/2000 Coll., Act No.

227/2000 Coll., Act No. 367/2000 Coll., Act No. 370/2000 Coll., Act No.

120/2001 Coll., Act No. 137/2001 Coll., Act No. 231/2001 Coll., Act No.

271/2001 Coll., the finding of the Constitutional Court declared under no. 276/2001 Coll.

Act No 317/2001 Coll., Act No. 451/2001 Coll., Act No. 491/2001 Coll.

Act No. 501/2001 Coll., Act No. 151/2002 Coll., Act No. 202/2002 Sb.

Act No. 226/2002 Coll., Act No. 309/2002 Coll., Act No. 320/2002 Coll.

the finding of the Constitutional Court declared under no. 476/2002 Coll., Act No.

88/2003 Coll., Act No. 120/2004 Coll., the finding of the Constitutional Court declared

under no 153/2004 Coll., Act No. 235/2004 Coll., Act No. 257/2004 Coll.

Act No. 340/2004 Coll., Act No. 436/2004 Coll., Act No. 501/2004 Coll.

Law No 554/2004 Coll., Act No. 555/2004 Coll., Act No. 628/2004 Coll.

Act No. 59/2005 Coll., Act No. 170/2005 Coll., Act No. 205/2005 Coll.

the Act No. 216/2005 Coll., Act No. 342/2005 Coll., Act No. 377/2005 Coll.

Act No. 383/2005 Coll., Act No. 413/2005 Coll., Act No. 56/2006 Coll.

Act No. 57/2006 Coll., Act No. 79/2006 Coll., Act No. 112/2006 Coll.

Act No. 115/2006 Coll., Act No. 115/2006 Coll., Act No. 133/2006 Coll.

Act No. 137/2006 Coll., Act No. 135/2006 Coll., Act No. 189/2006 Coll.

the Act No. 216/2006 Coll., Act No. 233/2006 Coll., Act No. 264/2006 Coll.

Law No 267/2006 Coll., Act No. 308/2006 Coll., Act No. 315/2006 Sb.

and Act No. 296/2007 Coll., is hereby amended as follows:



1. In section 9 (2). 3 (b). (g)), after the words "(a member of the relation in the team),"

the words "on the relations of takeover bids or of failure to comply with the tender

obligations, about the relationships of the squeeze-out of the securities ".



2. In article 83, paragraph. 2, letter c) the following new subparagraph (d)), which read:



"(d)) in cases of compensation or consideration by call

the law on takeover bids or in matters relating to the review of the consideration when

squeeze-out of the securities ".



Letter d) is renumbered as paragraph (e)).



PART SIX



The EFFECTIVENESS of the



section 70



This law shall enter into force on 1 January 2005. April 2008.



Vaidya in the r.



Klaus r.



Topolanek in r.



1) European Parliament and Council Directive 2004/25/EC of 21 June 1999. April

2004 on takeover bids.



§ 5, paragraph 3). 1 and 2 of law No. 15/1998 Coll., on supervision in the area of

capital market and amending and supplementing certain other acts, in

as amended.



4) Law No. 513/1991 Coll., the commercial code, as amended

regulations.



5) § 2 (2). 2 of the commercial code.



section 55, paragraph 6). 1 of Act No. 256/2004 Coll., on business in the capital

market, as amended by Act No. 230/2008 Sb.



section 55, paragraph 7). 3 of Act No. 256/2004 Coll., as amended by Act No. 230/2008 Sb.

and Act No. 188/2011 Sb.



section 55, paragraph 8). 2 Act No. 256/2004 Coll., as amended by Act No. 230/2008 Sb.

and Act No. 188/2011 Sb.



section 3b, paragraph 9). 4 Act No. 256/2004 Coll., as amended by Act No. 230/2008 Sb.

and Act No. 188/2011 Sb.