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Savings Bank Act

Original Language Title: Säästöpankkilaki

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Savings bank Act

See the copyright notice Conditions of use .

In accordance with the decision of the Parliament:

Chapter 1

General provisions

ARTICLE 1

This law applies to savings banks. This law shall also apply to savings bank companies, as provided for in Chapter 6.

The Savings Bank and the savings bank company are the law on credit institutions (10/2014) , the special purpose of which is to promote savings. (08.08.2014/2013)

ARTICLE 2

A savings bank may set up at least 10 entities or foundations, or at least 20 natural persons. It is not possible to set up a business ban or a disabled person in the course of a bankruptcy.

At least one of the founding fathers shall have their habitual residence or, where the founder has legal personality, domiciled in the European Economic Area, unless the financial audit grants this derogation. A derogation may be granted if it does not jeopardise the effective supervision of the bank or the management of the bank in accordance with sound and prudent business principles. (30.7.2004)

ARTICLE 3

The charter of savings banks shall mention:

(1) profession, nationality, domicile and postal address of the founder;

(2) basic capital;

(3) the time within which the basic capital must be paid; and

4) when and how the constituent meeting of the Bank will be held.

§ 4

The savings bank shall have rules which shall provide for:

1) the bank's business name;

(2) the municipality of Finland as its place of residence;

(3) the amount of basic capital and any outstanding amount, or where the basic capital or the parent fund may be reduced or increased, the minimum size and the maximum amount, in which case the minimum size shall be at least one quarter of The maximum amount and the nominal value of the parent-fund share;

(4) where the bank hosts are selected at the savings bank meeting, the convening of the savings bank meeting and the issues to be discussed at the meeting;

(5) the number of hosts, the term of office and the age of withdrawal, the procedure followed for the election of the masters and the conditions under which the depositors and the owners of the parent-fund shares may take part in the election, the powers of the masters, the time of the actual meetings of the masters; and The convening and summoning of meetings;

(6) the tasks of the Management Board, the number of members and any substitutes, or the minimum and maximum number of members and the term of office and resignation, if the Bank has a Management Board;

(7) the number or minimum and maximum number of members or alternates of the Board of Directors, as well as the term of office and the age of withdrawal;

(8) the right of a member of the Board of Directors and an alternate, as well as the Deputy Executive Director and the Executive Director, to be part of the administration of another business;

(9) how to organise the management and administration of the bank;

10) how to organise the administration of the bank's offices;

(11) who are entitled to write the name of the bank;

(12) the deadline for the accounts to be given to auditors;

(13) the number and term of office of auditors and deputy auditors; and

14) how the surplus should be used when the bank is dismantled.

§ 5

When applying for the authorisation of a savings bank, it shall be demonstrated that the basic capital is indicated. The subscription of basic capital shall be made in the instrument of incorporation or a subscription list containing a copy of the Charter. The decision-making shall be decided by the founders.

ARTICLE 6

The establishment of a savings bank will be decided at the constituent meeting.

The founding meeting shall:

(1) the originators' presentation of the original Charter; and

(2) decide when to deliver the hosting of the hosts, unless the relevant provision is included in the memorandum of incorporation.

§ 7

The establishment of a savings bank shall be notified within six months of the date of the establishment of the decision to be registered as set out separately. The register shall be accompanied by a declaration by all members of the savings bank's Board of Directors that the basic capital provided is paid.

If the savings bank in the period referred to in paragraph 1 has not been declared to be registered, the establishment shall have lapsed. Similarly, if the bank's registration has been refused, it will not be possible. The members of the Board of Directors shall be responsible for returning the amount of the basic capital and the amount paid by the parent fund and the return on it after deduction of the costs incurred in the acquisition and registration of the licence.

§ 8

Prior to registration, the savings bank will not be able to acquire rights or enter into commitments or claim, carry or respond to the courts or other authorities. However, the Board of Directors may use the power of speech in matters relating to the establishment and authorisation of a savings bank and, if so, to take measures to obtain a charge on the registration of the basic capital and the parent fund.

On behalf of the savings bank, prior to the obligation to register it, those responsible for the obligation to carry out the registration have been jointly and severally determined. However, responsibility for the obligation arising from the Charter or after the establishment shall be transferred to the savings bank after the bank has been registered.

§ 9

The amendments to the Savings Bank rules are decided by the hosts' meeting on a proposal from the Board of Directors. The proposal has been adopted if at least two-thirds of the hosts are present at the meeting and they are unanimous in their agreement. Otherwise, the final decision must be taken for final decision at the meeting of the masters at the earliest one month. The change of rules, which is supported by at least two thirds of the hosts coming from this meeting, shall be deemed to be approved by the hosts.

The decision to amend the rules by limiting the entitlement to a savings bank's profits in the case of stocks already allocated requires the consent of all owners of the share fund shares.

The amendment of the Savings Bank rules will enter into force once the change is registered.

Chapter 2

Equity

ARTICLE 10

The savings bank's own capital is a core capital and a reserve fund and a potential revaluation reserve and a reserve fund.

ARTICLE 11

The basic capital is not repaid. The basic capital may be used to cover the losses of the bank in so far as the free own capital of the consolidated balance sheet, the reserve fund and other funds or reserves for that purpose are not sufficient.

The reserve fund may be used to cover losses of the bank in so far as the profit shown by the consolidated balance sheet and other funds or reserves for that purpose are not sufficient. In addition, the reserve fund may be used to increase the principal and the parent fund and to the redemption provided for in Article 71 (1).

The VAT Fund may only be used to increase the outstanding amount.

ARTICLE 12

The initial capital of the savings bank may be increased by decision of the hosts by the transfer of a reserve fund up to the amount proposed by the Board.

The capital increase shall be notified immediately and no later than one year after the date of the decision.

The principal capital shall be deemed to be increased when the mark-up is registered.

ARTICLE 13

The savings bank may, by decision of the host country, form a reserve fund, provided that it has a provision in the savings bank's rules and the bank's own capital is at least EUR 1 million.

The provision or amendment of the rules requiring the registration of the parent fund or the increase or reduction of the registered parent fund shall be declared to be registered and shall only be registered at the same time as the registration of the parent fund, With increases or reductions.

The reserve fund is divided into amounts of shares which must be equal.

The FPAP may be repaid pursuant to Article 39 (1), when the parent fund is reduced in order to distribute the funds to the owners of the share-fund shares, pursuant to Article 113 (2), when the bank is unloaded, or where the owner of the parent fund shares is 74 or 87 (f) -the right to redemption under Article 89 (3) or Article 89 (3). (28.12.2007)

ARTICLE 14

All the shares in the savings bank account for equal rights in the bank. However, the rules may stipulate that the parent fund has different amounts of stocks or that such shares may be given. At the same time, the differences and the number of shares/units of each species should be mentioned.

The rules may provide that a certain type of stocks of stocks may be converted into a different form of stocks of stocks. The conversion shall be declared to be registered without delay. The share-fund ratio has been converted when it is registered.

§ 15

The owner of the holding fund shall be entitled to:

1), as provided for in Article 32;

2) the distribution of profits as provided for in Article 41;

(3) participate in the election of the masters in accordance with Article 43 (3), provided that the savings bank rules so provide;

(4) require the redemption of the reserve fund contribution as provided for in Article 71;

(5) part of the Fund, in accordance with Article 113, for the dismantling of the Bank;

(6) in conjunction with the owners of other parent-fund shares, to convene a meeting of hosts in accordance with Article 44 (3) or at the meeting of the hosts in accordance with Article 44 (4), if they have at least one tenth of all The share fund shares;

(7) criticise the decision of the Bank of the Bank in the cases provided for in Article 59; and

8) criticise the final account of the savings bank in the cases provided for in Article 115.

The reserve fund held by the savings bank does not confer rights on savings banks. (112.2006/1066)

ARTICLE 16

A parent-fund certificate issued to a designated person shall be issued to a registered person, which may relate to several stem-fund shares. The CPC certificate may only be issued to the owner of the stock-fund shares included in the HFF. The stock management certificate shall not be issued until the parent fund or its increase is registered and the full amount of the parent-fund contribution has been paid.

The stock management certificate shall indicate the business name of the Savings Bank, the type of the parent-fund certificate, the serial number and the nominal value of the share-fund share. The parent-fund certificate must be dated and signed by a person authorised by the government or by the government. The signature may be carried out by printing or other comparable means.

At the request of the owner of the holding fund, the Board of Directors shall, in return for a reasonable fee, provide the distribution of the stem-fund certificate or the combination of the stem-fund certificates.

§ 17

Before issuing the herd-fund certificate, the savings bank may issue a provisional certificate issued to a designated person concerning the right to one or more of the contribution to one or more outstanding amounts, and which includes a condition for the issue of a parent fund certificate only: Against the return of the provisional certificate. The certificate shall be imputed to the certificate on the amount of the fees paid for the outstanding amount.

ARTICLE 18

The amount of the reserve fund can be transferred and acquired without restriction. Once a decision has been taken on the increase in the reserve fund, the right to subscribe to new stock-fund shares may be expressly granted.

The savings bank or its subsidiary shall not receive any contribution from the other savings bank or the parent-fund shares of the parent bank. The non-prohibition agreement is invalid. (112.2006/1066)

The right of the savings bank to acquire and redeem its own funds shares is provided for in Articles 40 to 40 l. (112.2006/1066)

§ 19

Accordingly, when a certificate or a provisional certificate is issued or issued, the amount of the debt Articles 13, 14 and 22 of the 622/1947 Is provided for in promissory notes. For the purposes of those provisions, it shall be equivalent to the one in which the certificate or the Interim Certificate is in possession of, and which, according to a statement made by the savings bank, is registered as the owner of the register of funds, shall be treated as: According to Article 13 (2) of the promissory note, the right to be paid by the promissory note is required.

§ 20

The Board of Directors of the Savings Bank shall keep a list of all the contribution rates of the Bank ( List of funds of funds ). The list of stocks shall be listed in numerical order, their date of issue and the full name, occupation, nationality and postal address of the owner.

The owners of the shares/units must be kept in an alphabetical list ( Purse-fund share fund list ), which shall include the personal data referred to in paragraph 1 and the number of shares/units owned by each of them.

In the case of a stock fund with different amounts of parent-fund shares, the equity fund list shall indicate the type of each of the stocks concerned.

The reserve fund list and the list of shares of the equity fund shall be held at the Savings Bank's head office for all to see. Everyone has, after reimbursement of the bank's expenses, the right to receive a copy of the collection fund and the list of shares or parts thereof.

ARTICLE 21

Allocation notified to the savings bank of the payee, of which a reliable report has been presented, as well as an explanation of the financial transaction tax, as well as the other notified to the bank on the list of funds listed in the reserve fund The change must be entered without delay in the list of funds of the equity fund and the list of shareholders. The marking must be dated.

If the last disposal of the stem-management certificate is entered in a transaction certificate or a temporary certificate with an open transfer, the name of the new owner shall be the name of the new owner before the acknowledgement of receipt of the certificate or of the provisional certificate. Catalogues. The certificate or the Interim Certificate issued to the Bank shall be accompanied by an indication of the indication and the date of the marking.

The payment of a profit share by the savings bank and the issuing of a new stem-fund certificate shall be valid if it is made to the owner or right holder of the HFF list, except where the bank knew or should have known the payment or The transfer of the stem-fund certificate to the wrong person.

§ 22

The holder of the parent management certificate does not have the right to exercise the rights of the owner of the savings bank before he or she has been entered in the register of funds or has informed the bank and has submitted a report on it.

At the request of the savings bank shall, upon request, be entered on the list of funds of funds, each document which, by means of a document, indicates that he has the right to a profit from a savings bank, or to a profit from a savings bank, or to new stock-fund shares. In the case of an increase in the carrier. The marking must be removed when the court appears to have ceased to exist.

ARTICLE 23

If, pursuant to Article 113 (2), the owner of the parent fund contribution is paid for the share-fund share of the future allocation, the bear-fund certificate shall be imprinted without delay. Similarly, the parent-fund certificate must be entered in the form of an indication as to when the certificate has been annulled or the nominal value has been increased or reduced without payment.

If, in the case of death, the parent-fund certificate has been issued instead of the other, the parent-fund certificate shall mention it.

§ 24

Where, according to this law, the certificate of a parent-fund certificate is to be marked or if, on the basis of a decision on the management certificates of the masters' meeting, it must be replaced by two or more stem-fund certificates, the savings bank may A future share of the profits until the stem-fund certificate is presented for the purpose.

ARTICLE 25

The reserve fund may be increased by subscription to or by increasing the nominal value of the reserves against a fee ( New marking ) Or by means of a contribution or an increase in their nominal value, free of charge ( Fund anti ).

§ 26

On a proposal from the Board of Directors, a meeting of hosts will be decided by the Board of Directors. By decision of the Host, which refers to the maximum number of outstanding amounts of stocks, the minimum and maximum amount of the consideration, and the duration of the mandate, may be authorised by the Government to decide on the increase in the fund In full or in some respects. The authorisation may be valid for a maximum of five years. (112.2006/1066)

The new marking decision shall state:

(1) the amount in which the parent fund is increased or the minimum and maximum amount of the increase;

(2) the size of the new stocks of stocks are, if there are or may be different types of parent-fund shares in the bank;

(3) who has the right to subscribe to the share fund shares;

(4) the period of subscription and the shorter period of time, at least one month from the start of the subscription period during which the right of the subscription to the stock-fund shares may be exercised;

(5) the nominal value of the outstanding amount and the amount to be paid for the outstanding amount;

(6) the time during which the outstanding amounts are to be paid;

(7) the criterion of providing for significant amounts of outstanding amounts in respect of which the right has not been exercised within the prescribed period and the argument that, unless the savings bank is given to the Board of Directors, the shares/units in the event of an overstatement shall be given: The right to decide on these matters.

(112.2006/1066)

If the decision to increase the content is different from what has been mentioned in the notice of the meeting, it is for those who, according to the decision, have the right to subscribe to the shares/units, without delay, notify the decision in the manner in which they are invited to the meeting of the hosts. At the same time, it is necessary to state how to proceed if the right is to be exercised. The period of entry shall not begin until the notification has taken place.

The Government's proposal for a draft bonus decision must be held at the head office of the Savings Bank for at least a week before the meeting of the hosts and be set to be seen at the meeting of the hosts. The proposal shall indicate the amount at which the reserve fund is increased.

The following documents shall be attached to the proposal, unless the meeting addresses the financial statements:

(1) copies of the decision of the meeting of the PaSavings Savings Bank of Savings Bank for the last financial statements;

(2) a statement by the Government of events that have materialised after the adoption of the financial statements; and

(3) the opinion of the auditors and, if the Bank has a management board, of this opinion.

The increase of the outstanding amount shall be notified immediately and no later than one year after the date of the decision. The register shall be accompanied by a declaration by all members of the Board of Directors of the bank that the amount paid for the increase is held by the bank and the auditor's certificate.

A prerequisite for registration is that the increase is in accordance with the mark-up decision and that the amount of the mark-up has been fully paid to the savings bank.

The FPAP shall be deemed to have been raised when the increase is registered.

§ 27

The indication of the CPF shares shall be included in the labelling list containing the decision on the increase in the parent fund. Copies of the savings bank's rules and the documents to be seen pursuant to Article 26 shall be included in the marking list or kept in the list indicated by the subscribers.

ARTICLE 28

The amount to be paid for the stock-fund shares shall not be less than the nominal value of the stocks. Payment shall be made in cash.

In the case of an increase in the reserve fund, new herd-fund shares/units shall be added at nominal value to the lower value, provided that the reserve fund is transferred from the reserve fund or other fund for that purpose. The difference between the sum of the aggregate nominal value and the amount to be paid for the shares/units. When the difference is more than a quarter of the nominal value of the new herd-fund shares, the decision shall be valid only if it has been made in the order provided for in Article 9.

The amount exceeding the nominal value obtained from the holding funds shall be transferred to the reserve fund.

§ 29

If the amount to be paid for the outstanding amount is not paid in time and no later than one month after the government's request for payment, the Board of Directors may declare the amount of the reserve fund to be lost. The request for payment, which must be reflected in the penalty for non-compliance, must be sent to the person liable where this address is known to the savings bank. Otherwise, the request must be published in a newspaper in the home of the bank.

The Board of Directors may issue a lost stock-fund proportion of its payment obligations to another or, if the establishment or increase of the parent fund is not registered, invalidate it.

If the share-fund share is declared to be lost or if the noodle does not receive full payment, the amount of the amount of the outstanding amount to the savings bank shall be paid to the savings bank by a tenth part of the full payment of the outstanding amount.

ARTICLE 30

In the absence of a minimum amount in accordance with the decision to increase the parent fund in the course of the subscription period, the suspension decision shall lapse. Similarly, a decision on the amendment of the Savings Bank's rules has been adopted under the conditions of an increase in the reserve fund. In this case, the amount paid from the subscribed stocks shall be repaid immediately.

ARTICLE 31

In the absence of a notification of an increase in the reserve fund within the period provided for in Article 26, or if registration has been refused, the provisions of Article 30 shall be complied with.

The shares/units shall confer the right to distributions and other rights in the savings bank from the date on which the increase is registered, unless otherwise specified in the decision to raise. However, this right shall begin no later than one year after registration.

ARTICLE 32

A reserve fund, a revaluation reserve or other funds for this purpose may be used for the Fund.

The Fund decision shall specify the amount to be transferred to the reserve fund, the number and type of new stocks of stocks, and the increase in the nominal value of the shares/units, as referred to in paragraph 1, and the new Face value.

§ 33 (14.12.2012/762)

If, within a period of five years from the date of registration of the parent-fund certificate, the entitlement to receive a new stem-fund certificate is not required by the Fund, the savings bank may invite him to take on the certificate of application At the risk of losing it otherwise. The request shall be sent to the eligible fund certificate if his name and address is known to the bank and shall be published in a newspaper which circulated at the Bank's home. If, within one year of the invitation to the parent-fund certificate, no claim is made, a new stem-management certificate may be sold on the basis of public auction or stock exchange. After sales have taken place, only the right to accrued funds shall be entitled to accrued funds after deduction of the costs incurred for the sale and sale. Funds which have not been withdrawn within four years from the sale will be transferred to the bank.

§ 34

Meeting of the hosts or, under its mandate, the Board of Directors may decide, on the basis of the amount of the bond loan, that the creditors have the right to exchange their promissory notes in full or in part in the reserve fund shares of the savings bank ( Convertible bonds ) Or the right to subscribe to the payment of new stock-fund shares ( Opticians ). In the latter case, a special certificate signed in accordance with Article 16 (2), including the terms and conditions of the label, may be issued by the lenders, together with a provision stating that the certificate must be handed over to the savings bank In the event of a significant contribution ( Optic certificate ).

ARTICLE 35

The decision to take the loan shall include the amount or the maximum amount of the loan, the time and conditions for the exchange of the bonds or shares/units of outstanding amounts, and the rights of holders of bonds or study certificates in the event of: The capital of the equity fund before the exchange of the bonds or the subscription to shares/units is increased or reduced, or a new convertible or an option is issued, or the savings bank is dissolved or closed down. Other loan terms shall be mentioned in the decision, unless they are left to the Board of Directors.

Articles 26 and 27 shall apply mutatis mutandis to the submission of the loan proposal and to the decision of the meeting of the hosts.

The conditions for the exchange of certificates shall not be imposed in such a way that the amount to be paid out of the bonds is less than the common face value of the shares/units in which the bonds can be exchanged, unless the difference is covered by the exchange By means of a payment.

§ 36

The entry of new stock-fund shares in the terms of the option shall be included in the labelling list containing the decision of the host meeting on the issue of the loan. Copies of the rules and documents relating to the last annual accounts shall be affixed to the decision of the meeting of the hosts for profit or loss, attached to the marking list or to be kept in the list displayed by the subscribers. In that place.

The provisions of Articles 28 to 30 above shall apply mutatis mutandis to the payment of shares/units.

ARTICLE 37

At the end of the subscription period, the savings bank shall, without undue delay, declare the amount to be registered by means of the exchange or renewal of debt books, as well as the time during which the exchange of bonds or shares/units The marking may occur.

At the end of the period prescribed for the exchange or subscription of shares/units, it shall be reported without delay as to how many outstanding amounts have been assigned or labelled in accordance with the terms of the option loan. If the period of exchange or the subscription period is longer than one year, the notification shall be made without delay after the end of the financial year in which the bonds have been exchanged or the shares/units have been marked.

As regards the exchange of debt, the registration shall be subject to the requirement that the savings bank has received at least the sum of the sum of the reported stock-fund shares corresponding to the amount corresponding to the nominal value, and in the case of a new indication that the new stocks are: The full amount paid. The register shall be accompanied by an assurance from all members of the savings bank that the amount paid for the increase in the registration is held by the savings bank. The notification shall also be accompanied by a certificate from the savings bank's auditors that the provisions of the above charges have been complied with.

The FPAP has been increased by the aggregate nominal value of the reported stock-fund shares when the increase is registered.

ARTICLE 38

The stock management certificate shall not be issued before the increase is registered in accordance with Article 37 (4).

The new herd-fund shares shall confer the right to distributions and other rights in the savings bank from the date on which the increase in accordance with Article 37 (4) is registered, unless otherwise specified in the terms of the loan. Such entitlement shall, however, begin at the latest one year after the date of the exchange or the full payment of the outstanding amounts.

ARTICLE 39 (112.2006/1066)

The basic capital and the equity fund may be reduced in order to cover losses in the balance sheet to which reserves, free equity and reserves are not sufficient. In addition, the reserve fund may be reduced in order to distribute the funds to the owners of the share fund.

The reduction of the basic capital and the parent fund shall apply mutatis mutandis to the provisions of Article 26. In addition, when the parent fund is reduced in order to distribute the funds to the owners of the share fund shares, the reduction shall apply mutatis mutandis, as provided for in Articles 73 to 76.

The reduction in the GDP shall be carried out by reducing the nominal value of the equity shares or the cancellation of shares/units. In the case of a reduction of the nominal value of the outstanding amounts, the nominal value shall be adjusted accordingly.

ARTICLE 40 (112.2006/1066)

The decision to reduce the basic capital, the reserve fund and the reserve fund shall be notified within one month or it shall lapse.

In the three years following the start of the registration of the basic capital, the reserve fund or the reserve fund, the distribution of the profit distribution shall be determined only with the permission of the registry authority, unless the above mentioned equity capital has been increased. At least by the amount of reduction. The licence authority's authorisation shall apply mutatis mutandis to the provisions of Article 73 (3) and Article 74. For the purposes of this Article, the applicable depositors shall not be subject to the application of this paragraph.

Article 40a (112.2006/1066)

The savings bank may, as provided for in this Act, decide:

1) acquire its own funds shares ( Acquisition );

(2) that the owner of the parent-fund shares must supply the savings bank to the savings bank in return for free consideration or consideration ( Redemption ).

The rules of the Savings Bank shall, as referred to in Article 40g, provide for a savings bank's right or an obligation to acquire or redeem the shares/units.

In addition, if the acquisition or redemption is carried out by means of a reduction in the parent fund, the provisions of Article 39 shall apply. At the same time, the projects financed or redeemed should be nullified.

In the event of the acquisition or redemption of the shares/units in a free capital, the acquisition or redemption may only be used for the free capital of the consolidated balance sheet following the formation of the collection fund.

Article 40b (112.2006/1066)

The provisions of Article 40 d-40 g of the acquisition and redemption shall not apply where the savings bank:

(1) in receipt of the merger pursuant to Article 60 (3) of a limited liability company, the shares in the share capital company shall be acquired by the share company;

(2) redeem the outstanding amount in accordance with Article 71 (1);

(3) to purchase a foreclosed contribution from the savings bank in the auction;

4) will receive a contribution from its own equity fund.

Article 40c (112.2006/1066)

Hankitted, redeemed and other equity shares/units which have come to the savings bank may be held by the bank, relinquished or cancelled.

In addition, Article 40 j and Article 40k shall be provided for in Article 40 j. The obligation to disclose or annul own funds shares acquired or redeemed in breach of this law shall be governed by Article 40 l.

Article 40d (112.2006/1066)

The acquisition and redemption of own-fund shares of the Savings Bank shall be decided by the Board of Directors on a proposal from the Board of Directors. Meeting documents, to be seen and sent, shall apply mutatis mutandis to the provisions of Article 26.

By decision of the Host, which refers to the maximum amount of outstanding amounts to be obtained by the cooperative species, the minimum and maximum amount of the consideration and the duration of the mandate, the Board of Directors may be authorised to decide on the acquisition, in whole or in some Part. The authorisation may be valid for up to 18 months. Under the mandate, own-fund shares can only be acquired on free capital.

Article 40e (112.2006/1066)

Own resources may be acquired and redeemed other than shares owned by the owners of the share fund ( Acquisition and redeeming ), if there is a financial reason for the savings bank. In assessing the acceptability of planned acquisition and redemption, particular attention shall be paid to the relationship between the consideration offered and the fair price offered. The decision of the host meeting shall be taken by a qualified majority within the meaning of Article 9. The same applies to the authorisation of a government to acquire or redeem, which does not exclude the government's right to decide on acquisition or redemption.

Own contributions may be redeemed other than shares owned by the owners of the share fund only with the consent of the owners of the outstanding amount. In addition, the rules may include the redemption value referred to in Article 40h.

If the Board of Directors proposes that the meeting of the hosts should decide on the acquisition or redemption or the authorisation of a government for the acquisition of a government which does not rule out the right of the government to decide on the acquisition, the Mention in the notice of the meeting.

Article 40f (112.2006/1066)

The procurement decision and the redemption decision shall state:

(1) whether it is a question of acquisition or redemption;

(2) the number or maximum number of shares referred to in the decision;

(3) from whom contributions are acquired or redeemed and, where appropriate, in the order in which they are purchased, and the justification for the provision to the intended acquisition of a weighty economic reason within the meaning of Article 40e;

(4) the time during which the contributions to be acquired must be made available to the bank or the date on which the redemption takes place;

(5) the consideration of the contribution and the reasons for its determination and, where the consideration is assets other than money, a statement of the value of such assets;

6. Payment time for consideration;

7) on the impact of the procedure on the Bank's own capital.

Article 40g (14.12.2012/762)

The owner of a holding fund which, according to the decision to sell, has the right to sell his shares to the savings bank, shall inform the Bank of the decision of the decision in the same way as the invitation to the meeting of the hosts. At the same time, it is necessary to indicate how and in what period the owner of the parent-fund share must act if he wishes to exercise his/her right.

The notification referred to in paragraph 1 shall not be required if:

(1) the corresponding information is included in the invitation to the meeting of the meeting of the hosts for decision-making or are available at the meeting of the outgoing hosts in which the owner is present; or

(2) the corresponding information shall be made public in the securities field; (10/06/2012) Referred to.

The contents of the project decision and the documents relating to the financial position of the savings bank referred to in Article 26 (5) shall be kept at the disposal of the owner of the holding fund referred to in paragraph 1 of this Article during the period in which the contributions are to be offered to the bank. However, this obligation shall not be required if the savings bank has made public the tender document referred to in Article 11 of Chapter 11 of the Securities and Markets Act, of which the corresponding information is present.

Article 40h (112.2006/1066)

The Savings Bank rules may provide that the savings bank has the right to acquire or redeem own funds shares. (08.08.2014/2013)

The rules shall provide for:

(1) whether it is a question of acquisition or redemption;

(2) whether the savings bank has the right to acquire or redeem;

(3) the proportions of the order and, where appropriate, in which order the units are acquired or redeemed;

(4) the procedure followed;

(5) the consideration or criteria to be used for calculating the contribution;

6) which funds may be used for payment of consideration.

(08.08.2014/2013)

The redemption fund may only relate to holdings of outstanding amounts in respect of the condition of the condition, subject to the agreement of those owners.

The decision on the acquisition and redemption of own funds shares shall be taken by the Government of the Savings Bank in order to obtain or redeem this section. However, if the shares are acquired or redeemed by a reduction in the reserve fund, the decision will be taken by the Savings Bank's Assembly.

Article 40i (08.08.2014/2013)

A decision on the acquisition or redemption of own-fund shares shall not be carried out in such a way that, in accordance with Article 6 of Chapter 5 of the Law on the Functioning of the European Savings Bank and of the savings bank, The total amount of the parent-fund shares held by the subsidiary would amount to more than one tenth of the total shares.

Article 40j (112.2006/1066)

The surrender of own-fund shares held by the savings bank shall be decided by the host meeting, as appropriate, as provided for in Article 26.

The decision of the host country, specifying the maximum number of units to be released by the cooperative species, the duration of the authorisation and the minimum and maximum amount of the consideration, may be authorised by the Board of Directors to decide whether to give up entirely or In certain respects. The authorisation may be valid for a maximum of five years.

Article 40k (112.2006/1066)

The Board of Directors may decide to annul own funds shares held by the savings bank. The notification shall be registered without delay. Parts are voided when the notification is registered.

The reserve fund shall be reduced by an amount equivalent to the nominal value of the cancelled shares, however, so that the amount of the outstanding amount shall be at least equal to the sum of the nominal amount of the outstanding amounts. The amount corresponding to the reduction of the outstanding amount shall be transferred from the Fund to the reserve fund.

Article 40 l (112.2006/1066)

Contrary to the provisions of this law, those acquired or redeemed must be surrendered without undue delay, but at the latest one year after the harvest.

If the combined contribution of the savings bank and its subsidiaries in its subsidiaries is more than one tenth of the total amount resulting from the acquisition of shares within the meaning of Article 40 (b) above, The shares must be released within three years from the yield.

Where the share-fund shares have not been surrendered within the time limit laid down in paragraph 2, they shall be cancelled. The stock-fund shares held by the savings bank shall be cancelled prior to the parent-fund shares held by the subsidiary.

ARTICLE 41 (08.08.2014/2013)

As a result of Article 40 (2) or Article 41a or Article 8 of Chapter 11 of the Act on the Activities of credit institutions, the savings bank shall be won shares in the amount of the savings bank shares and capital loans up to a maximum amount proposed by the government, which does not exceed: The sum of the profit and the other free own capital of the savings bank, as set out in the balance sheet, minus the balance sheet by loss, other undistributable items referred to in paragraph 2, by the amount which: The financial statements of the savings bank, (1336/1997) in Chapter 5, Section 15 , as well as the difference between the depreciation of the depreciation and the depreciation of the assets in the financial statements, and the amount which, under the law or by the rules, must be entered in the reserve fund or otherwise excluded. In terms of profit and loss, it is only profit and other free equity that has been created since the creation of the collection fund. The capital loan referred to in this paragraph shall apply in accordance with Regulation (EU) No 575/2013 of the European Parliament and of the Council on the prudential requirements of credit institutions and investment firms and amending Regulation (EU) No 648/2012 Provides.

From that part of the savings bank's profit, which is not used to increase the reserves, to share the profit or to share capital loans, or to leave the savings bank in the free equity of the savings bank, by decision of the host government, Without being used to promote thrift or other purposes of general interest. However, without the consent of the Financial Supervisory Authority, no resources may be used for the purpose of promoting or for general interest purposes within the meaning of this paragraph, prior to Article 1 of Chapter 13 of the Savings Bank Act. Shall be repaid in the form of grants from the Guarantee Fund;

Article 41a (08.08.2014/2013)

The resources of the savings bank shall not be divided if the allocation decision is known or should be known to be insolvent or rendered insolvent or if the distribution of funds would lead to a reduction in own funds of less than a credit institution The minimum amount laid down in Chapter 10, Article 1, of the Act.

Chapter 3

Administration

ARTICLE 42

The management of the Savings Bank is managed by the hosts, which are representatives of depositors and potential stem-fund owners, as well as the government and the Executive Director. In addition, the savings bank may have a management board.

The masters choose a government that chooses the ceo. In the event of a savings bank having a Management Board, the Board of Directors shall be elected by the Management Board, which shall elect the Board of Directors and its Chairperson and Vice-Chairperson and, if the rules are so determined, the Executive Director.

At least one member of the Board of Directors and the Executive Director shall have his habitual residence in the European Economic Area unless the financial audit grants this derogation. A derogation may be granted if it does not jeopardise the effective supervision of the bank or the management of the bank in accordance with sound and prudent business principles. Powerful or bankrupt cannot be a host, either as a member of the Board or as a member of the Board of Directors or as Executive Director. (30.7.2004)

The law, which provides for a member of the Board of Directors and the Executive Director, shall likewise apply to the Deputy Head of Government and to the Deputy Managing Director.

ARTICLE 43

Savings bank hosts shall be selected in accordance with the rules laid down in the Bank's statutes, at the savings bank meeting, meeting of the hosts or by means of a postal vote.

For depositors who meet the conditions laid down in Article 4 (5), the voting rights shall always be the right to vote. The depositor has one vote.

Owners may be entitled to participate in the election of the hosts in the Bank's statutes. Where voting rights are granted, the owner of the parent-fund shares shall have one vote, unless the rules have been given the right to use more votes.

There must be at least twelve hosts for the savings bank. The term of office of the master shall be laid down for a maximum period of six years and shall be arranged so that at the same time, at the same time, up to half of the host will be separated. The master shall not be a member of the Governing Board or the Executive Director of the same bank.

The majority of the majority of the bank's hosts shall be the voting depositors of the bank.

The host of the savings bank shall remain in office until he has been replaced legally. If the master before the end of his or her term of office is different or dies or loses its validity, he or she shall be replaced for the remainder of his/her term of office for the next time the host shall be elected.

ARTICLE 44

The masters of the savings bank shall select from among their number for one year, the President and at least one Vice-President. The hosts must meet at least once a year at the meeting.

An invitation to a meeting of the hosts shall be submitted no earlier than four weeks and, unless the rules provide for a longer period, at the latest one week before the meeting. If a decision is taken at the meeting of the hosts at the meeting, a different invitation shall be submitted if the meeting is held later than four weeks later. If, according to the rules, the validity of a decision is required for the decision to be taken at two sets of hosts, the latter meeting shall not be convened before the last meeting has been held. The invitation shall state the decision taken at the last meeting.

An additional host meeting shall be held when the chair of the hosts, the Vice-Chair, the Board of Directors of the Bank or the Board of Directors considers it necessary, or when the bank's auditor or one third of the host or at least the number of hosts; An equivalent number of hosts in the selection of the voting depositors or owners of parent-fund units with at least one tenth of the total amount of the reserve fund shares, in writing by the Government for the purposes of their notification. The call for meetings shall be submitted within 14 days of the submission of the request by the depositors or the owners of the parent-fund shares. If an invitation has not been submitted within a period of time, the provincial government shall, upon application by the depositary or the owner of the holding fund, entitle the applicant to convene a meeting at the expense of the bank.

The depositors or owners of the share-fund shares referred to in paragraph 3 shall have the right to be referred to the meeting of the hosts if it is required in writing so early that the matter may be included in the The meeting invitation.

ARTICLE 45

There is a quorum when at least one third of the hosts and at least six hosts are present at the savings bank.

The decision of the meeting shall be taken, unless a qualified majority is required under this law or by the rules, the opinion which is supported by more than half of the members present, or, by the vote, even to which the President agrees. Elections are deemed to be the one that gets the most votes. However, the meeting of the hosts may decide, before the election, that the person elected will receive more than half of the votes cast. In the event of a tie, the election shall be settled.

The host of the Savings Bank shall only be able to exercise his voice and vote in person at the meeting of the hosts.

ARTICLE 46

The mission of the savings banks is to ensure that the bank is properly and carefully managed in accordance with the law and the rules.

The hosts of the Savings Bank shall, unless the Board of Governors, pursuant to Article 48:

1) select and release the members of the Governing Board or the Board of Directors;

(2) select annual auditors;

(3) provide for the fees of the hosts, the Management Board and the members of the Board of Directors and the auditors;

(4) lay down general guidelines for the operation of the Bank in matters of general scope and principles of principle;

(5) lay down guidelines for the recognition of decisions by the Governing Board and the Government;

(6) decide on a proposal by the government to set up a collection fund;

(7) decide on a government proposal to distribute profit to the share fund shares;

(8) decide on a government proposal for the implementation of the stem-fund;

(9) address the activity report of the bank, confirm the profit and loss account and balance sheet of the bank, as well as any consolidated financial statements, as well as a decision on the measures to be taken by the consolidated balance sheet or the consolidated balance sheet of the consolidated balance sheet;

(10) decide on the discharge to the members of the Governing Board and the Management Board; and

(11) address other issues raised by the government.

§ 47

The rules of the Savings Bank may provide for the establishment of a Board of Supervisors. The Governing Board shall have at least five members. The Management Board shall elect its President and at least one Vice-President for a term of one year from among its members.

The members of the Management Board and the alternates shall have the prior and signed consent of the Governing Board.

ARTICLE 48

The Management Board shall supervise the management of the savings bank managed by the Board of Directors and the Executive Director, and shall give its opinion on the annual accounts and the audit report and the formation, increase or reduction of the parent fund, and On a proposal from the Board of Directors on the acquisition, redemption or disposal of own funds shares. The Board of Directors and the Executive Director shall provide the Management Board and the Member with the information they deem necessary for the performance of their duties. The members of the Management Board shall request the information at the meeting of the Governing Board. The rules may provide that the Board of Supervisors shall decide on matters relating to a substantial reduction or extension of activity or an essential modification of the savings bank's organisation. The Board of Directors may issue instructions to the Board of Directors on matters of general scope or of fundamental importance. (112.2006/1066)

The Board of Supervisors shall select the Board of Directors and determine the remuneration of the Board members, unless otherwise specified in the rules. The rules may also provide for the Management Board to take over the Executive Director and other senior managers and to decide on their wage benefits. The decision of the Governing Board to convene a meeting of the hosts and to convene a meeting of hosts shall be laid down in Article 44. The Management Board shall not be entrusted with any tasks other than those mentioned in this Act.

The master, the board member and the managing director shall not belong to the Management Board. Otherwise, the Management Board, its members and the alternate members shall, where applicable, comply with the provisions of Article 49 (2) to (4), Article 52 (2) and (3) and Article 53 of the Government, its members and its alternates.

ARTICLE 49

The Board of Savings Bank shall have at least three members. The term of office of a member of the Board of Directors shall be The term of office may be either temporary or continuous. The term of office shall end at the end of the meeting of the new member, unless otherwise specified in the statutes or otherwise decided in the statutes. A member of the Board of Directors and an alternate shall have the prior and signed consent of the Board of Directors.

The Board of Directors of the Savings Bank shall select from among its number one year by the President and the Vice-President, unless otherwise specified in the statutes or otherwise decided upon. By the votes of the Board of Directors, the President shall be elected on a daily basis. The Executive Director of the Savings Bank shall be the Chairman of the Board only if the Bank has a Management Board.

The President shall ensure that the Board meets as appropriate. The Chairperson shall be convened by the Chairperson if required by a member of the Board of Directors or the Executive Director. The Executive Director shall, even if he is not a member of the Board, have the right to be present at the meetings of the board and to exercise the power of speech, unless the government decides otherwise.

The meeting of the Board of Directors shall be accompanied by a protocol to be signed by the President of the Assembly and by at least one member of the Board of Directors. A member of the Board of Directors and the Executive Director shall have the right to have their dissent in the minutes. The minutes shall be numbered consecutively and kept in a reliable manner.

§ 50

A member of the Board may resign before the end of his term of office. The prior resignation shall be notified to the Board of Directors and, if the resigning Member has not been elected at the meeting of the hosts, including the Management Board. The resignation shall be dated and signed. A member of the Board of Directors may dismiss the person who has chosen him.

Where a member of a government becomes vacant during the term of office, or if a member of a government loses his or her eligibility under Article 42, and there is no substitute, other members of the Board shall ensure that the new member is elected For the remainder of the current term. If the choice is made for the hosts and the Board of Directors and their alternates are quorum, the choice may be transferred to the next meeting of hosts, where the members of the Board of Directors have to be elected.

ARTICLE 51

The member of the Board of Directors and the Executive Director shall, when entering into a specific list, inform the Government of the number of shares and units in its companies belonging to the same group of companies. Changes in the ownership of shares and units shall also be reported within one month. The provisions of this section also apply to shares and units owned by a minor child, and changes in these transactions. The list must be kept at the savings bank's head office for all to see. Everyone has the right to receive a copy of the list or part thereof.

ARTICLE 52

The Board of Directors of the Savings Bank is responsible for the Bank's operations in accordance with the law and the Bank's rules.

The Board of Directors shall have a quorum of more than half of its members, unless the rules require a higher number.

The decision of the Board of Directors shall, unless the rules require a qualified majority, an opinion which is supported by more than half of the present members or, by the vote, to which the President agrees.

ARTICLE 53

The host of the savings bank, the member of the Board of Directors or the Executive Director shall not participate in the deliberations on the contract between him and the Savings Bank. Nor shall he take part in the proceedings of an agreement between the Savings Bank and the third person, provided that he has an essential interest in it, which may conflict with the interests of the savings bank. As far as the agreement is concerned, the same applies to the trial or any other power of speech.

ARTICLE 54

The government represents the savings bank and writes its name.

The rules may provide that a member of the Board of Directors or the Executive Director shall have the right to be written or that the Board of Directors may grant such a right to its members, the Executive Director or any other person. Article 42 (3) and Article 53 provide for an Executive Director, which is not a member of the Board of Directors or the Executive Director.

The right of writing may be restricted in such a way that two or more persons have only one right to write a business name. No other restriction shall be entered in the trade register.

The Board of Directors may at any time withdraw the right of writing of its activities.

ARTICLE 55

A decision shall not be taken at the meeting of the hosts which is likely to provide an unfair advantage to the owner or any other person at the expense of the bank, the depositor or the owner of the second reserve fund.

A member of the savings bank referred to in Article 54 shall not enter into a legal action which is liable to provide the owner or other person with a legitimate interest in the holding of a reserve fund, a depositor or another At the expense of the owner of the share fund.

A representative of the savings bank shall not comply with a decision of the meeting of the hosts or any other body of the Bank, which is invalid on the basis of this law or rules.

ARTICLE 56

The Executive Director of the Savings Bank shall be responsible for managing the day-to-day management of the bank in accordance with the instructions of the Board of Directors. Operations which, taken into account in the size and quality of the Bank's activities, are unusual or of general scope, shall only be carried out by the Executive Director if the Board of Directors has authorised him or the Board's decision cannot be expected without the Activities essential to the operation. In the latter case, it shall be available to the Government as soon as possible on the measure.

The Executive Director shall have the right to represent the Bank in a case which, under paragraph 1, falls under his or her duties.

As far as the Executive Director is concerned, this law applies mutatis mutandis to his replacement.

ARTICLE 57

The challenge shall be deemed to have been transmitted to the savings bank when it has been served on a member of the Board of Directors, the Executive Director or any other person having the right, alone or in combination with another, to write a business name.

ARTICLE 58

A legal action by a representative of the savings bank referred to in Article 54 Savings Bank shall not bind the Bank if:

(1) the representative has acted contrary to the limits of eligibility provided for in this Act;

(2) Whereas a representative has acted contrary to Article 54 (3); or

(3) the representative has exceeded his powers and the person to whom the legal proceedings were or should have been aware of the overture.

In the case referred to in paragraph 1 (3), the fact that the person who was the subject of a legal action knew or should have known that the power was exceeded cannot be regarded merely as having jurisdiction over The restrictions are registered and alerted.

ARTICLE 59

If the decision of the bank of the savings bank is not born in an orderly manner, or otherwise contrary to the rules of this law or of the bank, the owner, government, member of the Board of Directors or the Executive Director may institute proceedings against the Bank In order to declare the decision invalid or to be amended.

The action shall be instituted within three months of the date of the decision. If the owner of the parent-fund shares referred to in paragraph 1 has had an acceptable reason for the delay and that the decision to remain valid would be manifestly unreasonable for him, the action may be instituted no later than one year after the decision was taken. If the action is not brought within the time limit, the decision shall be deemed valid.

However, the provisions of paragraph 2 shall not apply:

(1) if the decision is such that the hosts are not legally able to do so unanimously;

(2) where, in accordance with the rules of the law or of the savings bank, the consent of the owners of all the parent-fund shares is required and no such consent has been given; or

(3) unless an invitation has been submitted to the meeting or if the provisions or provisions in force at the invitation of the meeting have been substantially infringed.

However, the action referred to in paragraph 3 concerning a merger or division decision cannot be brought when more than six months have elapsed since the merger or the registration of the division. (28.12.2007)

The Court's ruling that the decision of the meeting of the hosts has been declared invalid or amended is also valid for those who have not joined the proceedings.

The Court can only change the decision of the meeting of the hosts if it can be ascertained what the content of the decision should have been.

Chapter 4

Merging

Definition and implementation of the merger (28.12.2007)
ARTICLE 60 (28.12.2007)

Savings Bank ( Mergering savings bank ) May merge with another savings bank ( Receiving savings bank ), in which case the assets and liabilities of the merging savings bank are transferred to the receiving savings bank.

If the savings bank has a parent fund, the owners of the parent-fund shares will receive the shares of the receiving savings bank in the form of a merger. The transaction fee may also be money, other assets and commitments. Article 74 provides for the right of ownership of the reserve fund to be replaced by Article 74, instead of the draft terms of merger.

ARTICLE 61 (28.12.2007)

The merger may take place in such a way that:

1) One or more of the merging savings banks merge into the receiving savings bank ( Absorption simulation ); or

2) the merging of at least two of the merging savings banks, through the creation of a single receiving savings bank ( Combination ulation ).

With a subsidiary merger Means absorption simulations, in which the merging savings banks and the limited liability companies own all the shares of the merging share company, as well as any rights of option and other special rights conferring entitlement to shares.

With savings banks participating in the merger Means the savings bank and the receiving savings bank in this chapter.

The merger of a subsidiary company through a subsidiary merger relates to what (624/2006) Provides for a merger between the merging subsidiaries.

§ 62 (08.08.2014/2013)

The request for a savings bank to be set up in the Combination Act must be submitted in accordance with Article 1 of Chapter 4 of the Law on the operation of credit institutions. Combination simulation shall not be registered unless registration is registered.

Where the aggregate amount of basic capital and reserves of the savings banks participating in the merger is less than that laid down in Article 2 of Chapter 10 of the Law on the operation of credit institutions, the establishment capital of the savings bank to be set up shall be at least: The aggregate amount of the basic capital and reserves of the savings banks participating in the merger.

The merger plan and auditor's opinion (28.12.2007)
ARTICLE 63 (28.12.2007)

The governments of the savings banks participating in the merger shall draw up a written draft terms of merger, which shall be dated and signed.

The merger plan shall include:

(1) the activities of the savings banks participating in the merger, the corporate and community symbols, or the corresponding identification data and domicile;

2) a statement of the reasons for the merger;

(3) in absorbing the proposal for a possible change in the rules of the receiving savings bank as well as in the combination of the proposed savings bank's rules and the selection of the members of the institutions of the savings bank to be set up;

(4) absorption simulations in the form of a proposal for the number of shares/units which may be given in the form of a merger by cooperative species and whether new own-fund shares/units held by the savings bank, as well as in combination with a combination A proposal on the number of shares/units of the receiving savings bank by type of co-operative;

(5) a proposal for a possible further consideration of the merger and, if the consideration is specific rights conferring on the option certificates or other equity shares, the conditions set out in Article 35;

6) a proposal for the breakdown of the draft terms of merger, the date of the consideration of the consideration and the other conditions relating to the provision of consideration, as well as an explanation of these criteria;

(7) a statement or a proposal on the rights of the holder of the Merger Savings Bank's certificate and of the holder of a special right to shares in the merger;

(8) in relation to absorption, the proposal for a possible increase in the central bank's capital and the reserve fund, as well as the proposal for a combination of the basic capital of the receiving savings bank and the parent fund;

(9) a report on the assets, liabilities and capital of the mergering savings bank, and on the factors affecting their valuation, the planned impact of the merger on the balance sheet of the receiving savings bank and the Accounting methods;

(10) a proposal on the right of the savings banks involved in the merger to decide on non-normal business arrangements affecting the amount of their own funds or shares/units;

(11) a statement on the amounts deemed to be equivalent in accordance with Article 45 (1) (9) of the Law on capital loans and of the credit institutions, as well as the commitments referred to in Article 46 (3) and (4) and Article 47 (1) (1) of that Law, Whose creditors may object to the merger in accordance with Article 67;

(12) a report on the number of shares/units of the savings bank owned by the merging savings bank and its subsidiaries, as well as the number of shares/units of the merging savings bank owned by the merging savings banks;

13) a statement of the settlement law on the property of the savings banks involved in the merger (18/04/1984) Of the European Parliament and of the Council;

(14) a statement or a proposal for a special interest to be given to the Board of Directors and the Board of Directors, the Executive Director, the auditor and the auditor of the savings bank participating in the merger; and Rights;

(15) a report on the status of depositors of the merging Savings Bank after the merger in the savings bank;

16) a proposal for a planned registration date for the implementation of the merger; and

17) a proposal for possible other merger conditions.

The provisions of paragraph 2, paragraphs 4 to 8 and paragraph 10 shall not apply to a subsidiary merger.

ARTICLE 64 (28.12.2007)

The governments of the savings banks participating in the merger shall appoint one or more KHT auditors to give an opinion on the draft terms of merger to each of the savings banks participating in the merger. The opinion shall assess whether the draft terms of merger provides the correct and sufficient information on the criteria for determining the draft terms of merger and the allocation of the consideration. In addition, the opinion issued to the receiving savings bank shall indicate whether the merger is likely to jeopardise the payment of the savings bank's debts. (18/05/1199)

L to 1199/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:

The governments of the savings banks participating in the merger shall appoint one or more of the auditors approved by the Central Chamber of Commerce to issue an opinion on the draft terms of merger to each of the savings banks participating in the merger. The opinion shall assess whether the draft terms of merger provides the correct and sufficient information on the criteria for determining the draft terms of merger and the allocation of the consideration. In addition, the opinion issued to the receiving savings bank shall indicate whether the merger is likely to jeopardise the payment of the savings bank's debts.

If all the depositaries of the savings banks participating in the merger and the parent-fund shareholders agree, or if there is a subsidiary merger, a statement shall be sufficient as to whether the merger would jeopardise the liabilities of the receiving savings bank. Payment.

Registration and notification of the merger plan to the financial audit and an alert for creditors (28.12.2007)
ARTICLE 65 (28.12.2007)

The merger plan shall be notified to be registered within one month of the signing of the plan. The notification shall be accompanied by the statement referred to in Article 64.

The notification shall be made by the savings banks participating in the merger together. In the case of a subsidiary merger, the notification is made by the receiving savings bank.

The merger shall lapse if the notification is not filed within the deadline or the registration is refused.

ARTICLE 66 (28.12.2007)

The receiving savings bank of the savings banks participating in the merger or, in the case of a subsidiary, the receiving savings bank shall report the merger to the financial audit. The notification, which shall be accompanied by the draft terms of merger and the opinion referred to in Article 64, shall be submitted to the financial audit within the period laid down in Article 65 (1). Upon receipt of the notification, the financial audit may also require other relevant information.

By the date referred to in Article 67 (2), the financial audit may object to the merger by informing the registry authority if the merger is likely to jeopardise the The maintenance of the authorisation conditions. It is without delay that the savings bank should be informed of the resistance.

The appeal against the decision of the financial audit referred to in this Article shall be dealt with as a matter of urgency.

§ 67 (28.12.2007)

The creditors of the merging Savings Bank whose claim has been incurred prior to the registration of the draft terms of merger shall be entitled to object to the merger. The same right also applies to a creditor whose claim may be recovered without a judgment or decision, as is the case in the Law on the execution of taxes and charges. (20/2007) Shall be laid down and produced at the latest on the date referred to in paragraph 2.

The registry authority shall issue to the creditors referred to in paragraph 1, upon application by the merging bank, an alert specifying the creditor's right to oppose the merger by informing the registry authority in writing at the latest On the date specified in the alert. The lodging of an alert shall be submitted within four months of the registration or merger of the merger plan. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.

An alert shall also be issued to the creditors of the receiving savings bank upon application by the receiving savings bank, where the merger is liable to jeopardise the payment of the liabilities of the receiving savings bank, in the opinion of the auditor referred to in Article 64. The creditors of the receiving savings bank shall then be subject to the provisions of this Chapter on the creditors of the merging bank.

ARTICLE 68 (28.12.2007)

The savings bank shall, not later than one month before the date of destination, send a written declaration to its known creditors referred to in Article 67 (1), whose claim has been made before the registration of the draft terms of merger. Where, in accordance with Article 74, the owner of the depository savings bank or the holder of a certificate or of a special right entitling the holder of a licence or of another set of outstanding reserves has required redemption, the creditors shall be informed of the required The amounts of shares/units and rights. The notification may only be sent after the meeting of the hosts. However, if all the depositors of the savings bank and the holders of those rights have given notice of the waiver or otherwise do not have the right to cash, the notification may be sent earlier.

ARTICLE 69 (28.12.2007)

The provisions of Articles 67 and 68 above shall not apply to the depositor. However, the merging bank shall notify the depositary of the merger no later than three months before the date set by the Authority under Article 67. The notification shall mention the name and address of the receiving savings bank.

In addition, the notification referred to in paragraph 1 shall show that, where the aggregate amount of deposits held by savings banks involved in the merger of the depositor exceeds the scope of the (1195/2014) in Chapter 5, Section 8 , Article 13 of that Chapter shall apply to the deposit facility. The depositary shall be entitled, within six months of receipt of the notification, to terminate, notwithstanding the original terms of the contract, the deposit which, pursuant to Article 8, is wholly or partially excluded from the coverage. The provisions of this paragraph shall not apply where the savings banks are considered as a deposit bank within the meaning of Article 8 (6) for the purposes of the upper limit of the coverage referred to in paragraph 1 of that Article. (19/12/2015)

The provisions of paragraph 1 shall apply mutatis mutandis to depositors of the receiving savings bank, provided that the creditors are consulted on the basis of Article 67 (3).

Conclusion of the merger (28.12.2007)
ARTICLE 70 (28.12.2007)

In the merging savings bank, the merger will decide on the hosts' meeting. In the case of a merger decision-making company in the merging companies, the share company law applies.

In the receiving savings bank, the merger will decide on the hosts' meeting. However, a merger can be decided by the government of the savings bank.

The decision on the merger shall be held or the administrative merger decision shall be taken within four months of the date of registration of the draft terms of merger or the merger shall lapse. However, the host meeting shall be held no later than one month before the date referred to in Article 67, unless the savings bank's shareholders and any other specific The rights holders have not waived their right to claim redemption.

The decision on the merger shall be taken in accordance with Article 9, subject to the rules. However, there can be no provision for regulation to mitigate the majority requirement laid down in this paragraph.

ARTICLE 71 (28.12.2007)

Prior to the registration of the draft terms of merger, the invitation to the merging hosts shall not be submitted. The invitation shall be submitted no earlier than two months and, unless a longer period has been provided for in the savings bank's rules, at the latest one month before the meeting of the hosts.

In addition, an invitation to the Savings Bank shall be invited, in addition to the provisions of the Savings Bank's rules, on the invitation of the hosts, to be sent in writing to each host whose address is known to the savings bank. Within the period referred to in paragraph 1, the merging Savings Bank shall declare the redemption rights referred to in Article 74 to the owners of the outstanding reserve fund shares and the special rights conferred on them by their guidance certificates or other entitlements Holders entitled to claim redemption and whose address is known to the savings bank. If the address of all the rights holders entitled to redemption is not known to the savings bank, the right of redemption shall also be reported in the Official Journal.

ARTICLE 72 (28.12.2007)

The following documents shall be held for a period of at least one month before the date of the decision on the merger, to be seen by the hosts and the shareholders' shareholders for each of the savings banks participating in the merger, or on the Internet website, Without delay send the master and the share-fund share to the owner requesting it, and shall be placed at the meeting of the masters:

1) the draft terms of merger;

(2) the annual accounts, activity reports and audit reports of each of the three savings banks participating in the merger;

(3) decisions on the allocation of funds which may have been made by each of the savings banks participating in the merger after the last financial year;

(4) interim financial reports drawn up after the last financial year of each of the savings banks participating in the merger;

(5) a statement by the Government of the events which have a material impact on the position of the savings bank following the financial statements or the interim report; and

6) Opinion on the draft terms of merger referred to in Article 64.

ARTICLE 73 (28.12.2007)

The merger decision of the merging Savings Bank shall replace the entries for the owners of the savings bank's savings bank shares, as well as the terms and conditions for the merger of the special rights holders entitled to option certificates and other special rights holders. Measures to establish the right to a merger consideration. In the case of ovulation, the draft terms of merger will also replace the memorandum of incorporation of the receiving savings bank.

If, in accordance with the draft terms of merger, the merger is not accepted without any change in all the savings banks participating in the merger, the merger will fall. The decision to reject the merger or the expiry of the merger shall be notified forthwith to the registration.

Reputation of the shares/units and special rights to be granted in the case of stock certificates and other equity shares (28.12.2007)
ARTICLE 74 (28.12.2007)

The owner of the levy on the savings bank and the holder of the option certificates and other special rights conferring entitlement to shares in outstanding amounts may claim the redemption of their units or rights by means of an evidence Its requirements for the merging savings bank before the date of the decision on the merger. Only those shares/units can be redeemed to be included in the list of stocks of stocks before the meeting of the hosts. Before a decision is taken on the merger, the hosts shall be informed of the number of outstanding amounts and the entitlement to be granted a redemption requirement.

Where redemption or redemption terms are not agreed with the receiving savings bank, the matter shall be referred to the arbitrators, mutatis mutandis, as provided for in Sections 3 to 5 and Articles 8 to 10 of Chapter 18 of the Companies Act concerning the handling of redemption disputes. No later than one month after the meeting of the hosts, the claimant or the holder of the rights of the claimant shall be seised. After initiation, the shareholder-owner and the holder of the right shall be entitled only to redemption price. If the redemption procedure later establishes that they do not have the right to redemption, they shall have the right to a merger in accordance with the draft terms of merger. If the merger falls, the redemption procedure shall also lapse.

The redemption price shall be the price of the amount of the reserve fund or of the special entitlement conferring entitlement to an option or a special entitlement conferring entitlement to other party funds. For the purposes of calculating the redemption price, no account shall be taken of the value-reducing effect of the sum of the savings bank's share of the savings bank's savings bank, or of the option of an option or of a special right conferring entitlement to other equity shares. The redemption price shall be paid in the form of annual (633/1982) in Article 12 Of the reference rate for the period between the merger decision and the payment of the redemption price.

The redemption price shall be paid in a month's time for the validity of the judgment, but not prior to the registration of the merger. The redemption price may be saved as provided for in Article 11 (2) and (3) of Chapter 18 of the Companies Act.

A savings bank is responsible for paying the redemption price. The merging Savings Bank shall immediately inform him of the redemption requirements.

Implementation of the merger and legal effects (28.12.2007)
ARTICLE 75 (28.12.2007)

The savings banks participating in the merger shall notify the registry authority of the implementation of the merger within six months of the merger decision, or the merger shall lapse. The notification shall be accompanied by:

(1) the assurance of the members of the board of directors of each of the merging savings banks and the managing director that the merger has complied with the provisions of this law;

(2) the auditor's certificate that the receiving savings bank receives full consideration of the amount of its own capital and its opinion on the report referred to in Article 63 (2) (9) of the Merger Plan;

(3) the certificate of dispatch of the declarations referred to in Articles 68 and 69 by a member of the Board of Directors or the Executive Director;

4. Decisions concerning the merger of the savings banks participating in the merger.

In the case of a subsidiary merger, the notification corresponds to the savings bank receiving the notification. By way of derogation from paragraph 1, only a declaration by a member of the Board of Directors or the Executive Director of the Savings Bank shall be accompanied by a declaration of compliance with the provisions of this Act and the certificate referred to in Articles 68 and 69 Decisions on the transmission and merger of notifications.

ARTICLE 76 (28.12.2007)

The registry authority shall register the merger if the creditor has not objected to the merger, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment. However, the merger shall not be registered if the financial audit, within the meaning of Article 66 (2), has objected to the merger.

If the creditor has objected to the merger, the registry authority shall inform the savings bank immediately after the deadline and request an opinion from the Financial Supervisory Authority on whether it is necessary to implement the merger without delay. In order to safeguard the stable functioning of credit institutions and the impact of the implementation of the merger on the creditor's position.

In the case of a creditor, the merger shall expire one month after the date of adoption. However, the registry authority shall suspend the proceedings if, within one month from the date of its adoption, the savings bank has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if: The savings bank and the debts jointly request that the proceedings be adjourned. The court or tribunal shall consider the matter referred to above without delay. However, the merger must be registered in spite of the objections raised by the debtor if, in its opinion, the financial audit considers that the implementation of the merger without delay is necessary to safeguard the stable functioning of credit institutions and does not undermine the creditor 's Economic position.

The merger may be carried out, even if the merging savings bank has been liquidised, unless the savings bank's assets have been committed within the meaning of Article 113.

In the event of a merger of more than one of the savings banks participating in the merger, the merger shall not be registered unless, on the basis of the application, the savings banks are registered, and The agreement of the mortgage holders on the organisation of the privileges of mortgages.

The merger shall not be registered unless the authorisation granted to the savings bank is registered at the same time.

ARTICLE 77 (28.12.2007)

The assets and liabilities of the merging Savings Bank shall be transferred to the receiving savings bank after the merger has been implemented. At the same time, the merging savings bank will be unravelled and the savings bank received in the form of a merger will be created.

The assets and liabilities of the merging savings bank shall not be included in the balance sheet of the receiving savings bank as their financial value is for the receiving savings bank. The commitment to carry out the work or service shall not be entered in the balance sheet.

At the time of registration of the merger, the depositaries of the depository savings bank, as well as the special rights holders entitling the holders of the option certificates and other specialfund shares, are entitled to a merger In accordance with the merger plan. New stem-fund shares in the form of a merger will generate the rights of the shareholder-of-fund unit as from the date of registration, unless the draft terms of merger provides for this later. However, in the case of shares/units, the rights of the shareholder-fund owner shall be registered no later than one year after registration. The shares of the merging Savings Bank, which are owned by the receiving or merging Savings Bank, do not give rise to the right to a merger.

Where the receipt of a merger is subject to special operations, such as the presentation of the stock management certificate, and no consideration shall be required in this way within 10 years from the date of registration of the merger, the The meeting of the hosts may decide that the right to a merger and the rights deriving from it are lost. The consideration of the lost consideration shall be the receiving savings bank.

ARTICLE 78 (28.12.2007)

The Board of Directors and the Executive Director of the merging Savings Bank shall, as soon as possible after the merger, prepare a financial statement and report for the period from which the accounts have not yet been presented at the meeting of the hosts ( Final statement ). The final statement shall be made available to the auditors of the savings bank, who shall, within one month, submit an audit report on the final statement.

Upon receipt of the audit report, the Government shall promptly convene the hosts to confirm the final statement. The meeting shall be subject to the provisions of the meeting of the hosts.

The final statement shall be reported as being registered as provided for in Article 11 (1) of the Law on the operation of the credit institutions. (08.08.2014/2013)

ARTICLE 79 (28.12.2007)

Even if the merger is registered, it will be cancelled if the merger decision according to the Court's final judgment is invalid. The merging savings bank and the receiving savings bank are jointly responsible for the obligation of the receiving savings bank, which was incurred after the merger was registered, but before the judgment was registered.

Cross-border merger (28.12.2007)
Article 79a (28.12.2007)

The Savings Bank may also participate in a merger in accordance with Articles 60 and 61, in which the Finnish savings bank is absorbed by a foreign credit institution within the meaning of paragraph 2, or in accordance with Article 19 (2) of Chapter 16 of the Companies Act. A foreign public limited company which is owned by the savings bank receiving all the shares, or in which the Finnish savings bank is assimilated to a credit institution within the meaning of paragraph 2 ( Cross-border merger ).

A cross-border merger may only be carried out in accordance with paragraph 1 if a foreign credit institution is such as that of the European Parliament and of the European Parliament on the taking up and pursuit of the business of credit institutions. A credit institution within the meaning of Council Directive 2006/48 ( Foreign savings bank ):

(1) which has a capital corresponding to the capital of the savings bank, which has legal personality and has assets which alone are responsible for the liabilities of the savings bank and which are subject to national law with regard to coordination of safeguards equivalent to that of the savings bank; As required by Article 58 (2) of the Treaty from companies within the meaning of Article 58 (2) of the Treaty and in the first Council Directive 68 /151/EEC on the protection of the interests of members and third parties Conditions equivalent to those provided for in order to protect

(2) is registered in another State of the European Economic Area and governed by the law of another Member State of the European Economic Area on the basis of its registered office, central government or principal place of business.

A savings bank receiving a cross-border composite simulation may be registered in a country belonging to the European Economic Area whose law does not apply to the merging savings bank.

Savings banks participating in cross-border mergers For the purposes of this Chapter, a savings bank and a foreign savings bank shall be defined in this chapter.

For the purposes of this Chapter, the amount of the outstanding amount is to be applied mutatis mutandis to the assets of the foreign savings bank separately.

Article 79b (28.12.2007)

Articles 60 to 79 shall apply to cross-border mergers, save as otherwise provided for in Articles 79 to 79h.

However, if the savings bank receiving the merger is registered or registered in another country, Article 66 (2) and (3) shall not apply. The registry authority shall not issue a certificate referred to in Article 79g (5) on such a merger if the financial audit has notified the registry authority before granting the authorisation referred to in paragraph 1 of the same Article: The credit institution has failed to comply with the rules on merger and non-merger in Finland. The permit may be issued before a month has elapsed from the date referred to in Article 67 (2) only if the financial audit has indicated that it does not object to the merger.

If the receiving savings bank, which is registered in another country, intends to continue with the activity of credit institutions in Finland after the merger, it shall be subject to the activities of the foreign credit institution in Finland.

Article 79c (28.12.2007)

The savings banks participating in a cross-border merger shall establish the draft terms of merger referred to in Article 63 and in this Article. On behalf of the International Savings Bank, the draft terms of merger shall be drawn up and signed by the competent body of the savings bank.

In addition to the provisions of Article 63 (2), the merger plan shall:

(1) a report on the Community form of the foreign savings banks participating in the merger and the Community form of the foreign savings bank resulting from the merger;

(2) information on the registers to which the foreign savings banks participating in the merger are registered, and the contact details of the registers;

(3) the rules governing absorption of the receiving savings bank as amended by Article 63 (2) (3);

(4) the proposal for a date from which the transactions of the savings banks participating in the merger will be deemed to have been carried out on behalf of the receiving savings bank;

(5) a report on the likely employment impact of cross-border mergers;

(6) a description of the procedures for determining the modalities of employee participation in the definition of the rights of employees in the host savings bank;

7) an explanation of what the financial statements of the savings banks participating in the merger have been used to determine the terms of the merger.

The government of each of the savings banks participating in the merger shall draw up a report on the likely consequences of the merger for owners of shares/units, with the voting rights of depositors, creditors and employees referred to in Article 4 (5) In so far as the consequences are not reflected in the merger plan.

Each of the savings banks participating in the merger shall keep an account referred to in Article 3 (3), the owner, the creditor and the employees' representatives, or, in the absence of representatives, to the staff, and shall send it: For the owner of the reserve fund, as provided for in Article 72.

Where the savings bank receives an opinion on the report referred to in Article 3 (3), it shall be attached to the report and shall be seen to be seen by the master, the owner of the registered depositor and of the shares/units, and sent to the host, The registered depositary and the owner of the parent-fund shares as provided for in Article 72.

Article 79d (28.12.2007)

The opinion of the independent expert on the Finnish Savings Bank is governed by Article 64 of the auditor's opinion.

However, the governments or equivalent competent bodies of the savings banks participating in a cross-border merger may jointly appoint one or more independent experts to establish a cross-border merger A common opinion on the draft terms of merger for all savings banks involved in the merger. The joint opinion may also be designated by an independent expert in accordance with the law of the Member State whose legislation applies to a foreign savings bank participating in the merger.

Article 79e (28.12.2007)

The Finnish savings banks participating in a cross-border merger shall notify the draft terms of merger as set out in Article 65. The notification shall be accompanied, if necessary, by the opinion referred to in Article 79d. The protection of creditors of the Finnish Savings Bank is governed by Articles 67 to 69.

Paragraph 69 provides for a depositor and a depositary in respect of the right to lay down a depositary, in line with the merger in which the receiving savings bank is registered in another country. The depositary shall have the right to terminate if the deposit under the law on credit institutions, as provided for in the Act on the operation of the credit institution, is excluded from the coverage of the deposit facility after the measure. The notification to the depositary shall mention the depositor's right to terminate his deposit in accordance with this Article. The savings bank shall notify the financial audit without delay after the expiry of the period specified in this Article.

In the cases referred to in paragraph 1, the savings bank shall draw up a deposit guarantee ( Deposit guarantee guarantee ), which sets out the arrangements for the coverage of the deposit facility before and after the measure, as well as any differences in coverage coverage. The savings bank shall request the statement of assurance from the deposit facility. The request for opinions shall be accompanied by explanatory notes to the financial audit. The deposit guarantee statement and a copy of the financial audit opinion shall be attached to the notification to the depositary.

Article 79f (28.12.2007)

If the Finnish savings bank is a receiving savings bank in a cross-border merger, the savings banks participating in the merger shall notify the merger as provided for in Article 75 within six months of the date on which the The Finnish savings banks involved in the merger have made a merger decision and the other savings banks involved in the merger have been issued with the State whose legislation is applicable to the non-merger The savings bank, the registry authority or any other competent The certifying authority's certificate of completion of operations and completion of formalities.

Article 76 shall apply to the conditions of registration of the merger as referred to in this Article. In addition, it is necessary for the foreign savings banks involved in the merger to accept the rules governing the exercise of the right of redemption and the representation of staff within the meaning of Article 74, as defined in the (725/1990) And the fact that all the savings banks participating in the merger have accepted the merger plan under the same conditions and the certificates referred to in paragraph 1 are submitted to the registration authority.

The registration authority shall, without delay, inform the foreign registrant of the registration of the merger which has been registered by the foreign savings bank in the register.

Article 79g (28.12.2007)

If the Finnish savings bank is absorbed by the receiving foreign savings bank, the Finnish savings banks participating in the merger will have to seek permission from the registries to implement the merger within four months of the merger Or the merger shall lapse.

The application shall be accompanied by the merger decisions and the notification of the declarations referred to in Articles 68 and 69 by the member of the Board of Directors or the Executive Director. If the redemption procedure pursuant to Article 74 has been initiated, it shall be notified to the registry authority in the context of the notification of the implementation.

The conditions for granting authorisation shall be subject to Article 76 of the merger referred to in this Article and shall be subject to the acceptance by the foreign savings banks participating in the merger of the redemption rights referred to in Article 74 and the fact that: The registration authority is presented with a report on the organisation of staff participation in the receiving savings bank under Article 16 of Directive 2005 /56/EC of the European Parliament and of the Council on cross-border mergers of limited liability companies Manner. A decision on the authorisation of a registry authority shall be entered in the register.

Where the property of the Finnish savings bank participating in the merger referred to in this Article is in force under the (18/04/1984) , the granting of an authorisation shall be subject to the condition that a valid application for the transfer of the mortgage on the part of the branch to be submitted to Finland is pending, or that the mortgage has been amortised.

The registration authority shall issue a certificate referred to in paragraph 1 for the Finnish savings banks participating in the cross-border merger. The certificate issued by the Authority confirms that the Finnish savings banks involved in the merger have completed all the measures required for the merger and fulfilled the formalities required by the law. The certificate shall indicate the notice of initiation of the redemption procedure provided for in Article 74. The certificate shall be submitted within six months from the date of issue of the certificate to the competent authority of the State whose legislation applies to the receiving foreign savings bank, or the certificate shall lapse.

The registration authority shall, without delay, remove the Finnish savings bank from the register from the notification of the foreign authority registering the merger.

Article 79h (28.12.2007)

The legal effect of the cross-border merger in the merger referred to in Article 79f is governed by Article 77.

In the merger referred to in Article 79g, the assets and liabilities of the merging Savings Bank shall be transferred to the receiving savings bank when the merger takes effect in accordance with the law of the State under whose legislation The receiving savings bank is. At the same time, the merging savings bank is unravelled and the shareholders of the depository savings bank, as well as the special rights holders entitled to option certificates and other equity participations, are entitled to a merger In accordance with the merger plan.

The shares of the merging Savings Bank, owned by the merging Savings Bank, do not give rise to the right to a merger.

Article 79i (28.12.2007)

The cross-border merger cannot be declared invalid or amended once it has entered into force in accordance with Article 79h.

Chapter 5

Distribution

Definition and means of implementation (28.12.2007)
ARTICLE 80 (28.12.2007)

Savings Bank ( A distributed savings bank ) May be distributed in such a way that the assets and liabilities of the savings bank are partly or wholly transferred to one or more savings banks ( Receiving savings bank ).

Where a savings bank has a reserve fund, the owners of the parent-fund share shall receive the shares of the receiving savings bank in the form of distribution. The distribution formula shall also be money, other assets and commitments. In the case of the ownership of the holding fund, the right to claim, instead of a distribution formula, the redemption of its share fund shares is laid down in Article 87f.

§ 81 (28.12.2007)

Distribution may take place in such a way that:

1) all assets and liabilities of the savings bank will be transferred to two or more accommodative savings banks and a distributed savings bank ( Total breakdown ); or

2) a part of the savings bank's assets and liabilities will be transferred to one or more savings banks ( Partial distribution ).

To a savings bank operating in the distribution Means the division in which the receiving savings bank was established before the implementation of the division; and A savings bank to be created The division in which the receiving savings bank is established in the context of the division. Distribution can be carried out at the same time as the savings bank that is operating and is set up.

Savings savings banks participating in distribution The savings bank which is divided and received in this chapter.

ARTICLE 82 (08.08.2014/2013)

The application for a savings bank to the savings bank shall be submitted in accordance with Article 1 of Chapter 2 of the Law on the operation of credit institutions. The distribution referred to in this section shall not be registered unless registration is registered.

The distribution plan and the auditor's opinion (28.12.2007)
ARTICLE 83 (28.12.2007)

The governments of the savings banks participating in the division shall draw up a written distribution plan, which shall be dated and signed.

The breakdown plan shall include:

(1) the activities of the savings banks participating in the distribution, the corporate and community symbols, or the corresponding identification data and domicile;

2) a description of the reasons for the division;

3) a proposal for a savings bank with a proposal for a possible change in the rules of the receiving savings bank and a savings bank to be set up in order to set up a savings bank statute and how to set up a savings bank The members shall be elected;

(4) the proposal for a savings bank proposal on the number of shares/units which may be given in exchange for distribution, and whether new own-fund certificates held by the Bank of Savings or Savings Bank are issued; and The savings bank setting up a savings bank proposal on the number of shares/units of the receiving savings bank by type of co-operative;

(5) a proposal for a possible alternative distribution formula and, in the case of consideration, the conditions under Article 35 (4) of the consideration of option certificates or other equity shares;

6) a proposal for the distribution of the distribution formula, the date of the consideration of the consideration and the other conditions relating to the provision of consideration, as well as an explanation of these criteria;

(7) a report or a proposal on the allocation of the rights of the holder of the savings bank's certificate and of the holder of a special right to shares in outstanding amounts;

(8) in a savings bank, a proposal for a possible increase in the host savings bank's capital or reserve fund, as well as a proposal for a savings bank to set up a savings bank, a proposal for the basic capital and potential of the receiving savings bank; The Fund;

(9) a report on the assets, liabilities and equity of the savings bank, as well as on the issues that affect them, as well as the distribution of the proposed savings bank's assets and liabilities to each of the savings banks involved; The planned impact of the division on the balance sheet of the receiving savings bank and the accounting methods applied to the distribution;

(10) a proposal to reduce the reserve fund for the allocation of funds to the shareholders of the receiving savings bank, the transfer of funds to the reserve fund or the use of a free equity fund for the immediate coverage of a loss to which free Capital is not sufficient;

(11) the proposal for the right of the savings banks involved in the distribution to decide on non-normal business arrangements which affect the amount of their own funds or shares/units;

(12) a statement on the amounts deemed to be equivalent in accordance with Article 49 (1) (9) of the Law on capital loans and of the credit institutions, as well as the commitments referred to in Article 46 (3) and (4) and Article 47 (1) (1) of that Law, Whose creditors may object in accordance with Article 87;

(13) a report on the number of shares/units of the savings bank owned by the savings bank and its subsidiaries, as well as the number of shares/units of savings banks owned by the participating savings banks;

(14) a statement of the business mortgages on the assets of the savings banks involved in the savings banks;

(15) a report or a proposal for a member of the Board of Directors and a member of the Board of Directors, the Executive Director, the auditor and the auditor giving an opinion on the distribution plan; and Rights;

16) a proposal for a planned registration date for the implementation of the division; and

17) proposal for possible other terms of distribution.

§ 84 (28.12.2007)

The governments of the savings banks participating in the distribution shall appoint one or more kHT auditors to deliver an opinion on the distribution plan for each of the savings banks involved. The opinion shall assess whether the distribution plan provides the correct and sufficient information on the criteria for determining the distribution formula and the distribution of the consideration. In addition, the opinion issued to the receiving savings bank shall indicate whether the distribution is likely to jeopardise the payment of the savings bank's debts. (18/05/1199)

L to 1199/2015 Paragraph 1 shall enter into force on 1 January 2016. The previous wording reads:

The governments of the savings banks participating in the distribution shall appoint one or more of the auditors approved by the Central Chamber of Commerce to issue an opinion on the distribution plan for each distribution bank. The opinion shall assess whether the distribution plan provides the correct and sufficient information on the criteria for determining the distribution formula and the distribution of the consideration. In addition, the opinion issued to the receiving savings bank shall indicate whether the distribution is likely to jeopardise the payment of the savings bank's debts.

If all the host and stock-fund owners of the savings banks participating in the distribution agree, a statement shall be sufficient as to whether the distribution of the liabilities of the receiving savings bank is likely to be jeopardised by the distribution.

Registration and notification of the distribution plan for the financial audit and an alert for creditors (28.12.2007)
ARTICLE 85 (28.12.2007)

The distribution plan shall be notified to be registered within one month of the signing of the plan. The notification shall be accompanied by the statement referred to in Article 84.

The notification shall be made by the savings banks involved in the distribution.

Distribution shall lapse if the notification is not filed within the time limit or is refused.

ARTICLE 86 (28.12.2007)

The savings banks participating in the distribution shall inform the financial audit. The notification, which shall be accompanied by a breakdown plan and the opinion referred to in Article 84, shall be submitted to the financial audit within the period laid down in Article 85 (1). Upon receipt of the notification, the financial audit may also require other information deemed necessary.

By the date referred to in Article 87 (2), the financial audit may object to the distribution to the registry authority where the distribution is likely to jeopardise the conditions for the authorisation of a savings bank To survive. It is without delay that the savings bank should be informed of the resistance.

The appeal against the decision of the financial audit referred to in this Article shall be dealt with as a matter of urgency.

ARTICLE 87 (28.12.2007)

The creditors of the distributed savings bank, which were born before the distribution plan was registered, have the right to oppose distribution. The same right also applies to a creditor whose claim may be recovered without a judgment or decision, as is the case in the Law on the execution of taxes and charges. (20/2007) Shall be laid down and produced at the latest on the date referred to in paragraph 2.

The registry authority shall issue to the creditors referred to in paragraph 1, on application by the savings bank, an alert specifying the creditor's right to oppose the distribution by means of written notification to the registry authority at the latest On the date specified in the alert. The lodging of an alert shall be submitted within four months of the registration or division of the distribution plan. The registration authority shall publish the alert in the Official Journal no later than three months before the date of the date and shall register the alert on its own motion.

An alert shall also be issued on the application of the receiving savings bank to the creditors of the receiving savings bank where, according to the opinion of the auditor referred to in Article 84, the distribution is liable to jeopardise the payment of the liabilities of the receiving savings bank. The creditors of the receiving savings bank shall then be subject to the provisions of this Chapter on the creditors of the savings bank.

Article 87a (28.12.2007)

The savings bank shall, not later than one month before the date of destination, send a written declaration to the known creditors referred to in Article 87 (1), whose claim has been made before registration of the distribution plan. Where, in accordance with Article 87f, the owner-owner of the distributable savings bank, or the holder of a special right conferring entitlement to a certificate or other equity fund, has required redemption, the creditors shall be required to: The amounts of shares/units and rights. The notification may be sent only after the closure of the host meeting. However, if all the depositors of the savings bank and the holders of those rights have given notice of the waiver or otherwise do not have the right to cash, the notification may be sent earlier.

The depositor of the distribution and receiving savings bank shall be subject to the provisions of Article 69 concerning the depositor of the merging and the receiving savings bank.

Determination of distribution (28.12.2007)
Article 87b (28.12.2007)

The division of savings banks is decided by the divided savings bank hosting the hosts' meeting. The division of the savings bank in the host country decides on the hosts' meeting.

Subject to the rules, the decision of the Host Assembly shall be taken in accordance with the order of Article 9. However, there can be no provision for regulation to mitigate the majority requirement laid down in this paragraph.

The host meeting shall be held within four months of the date of registration of the distribution plan, or the distribution shall lapse. However, the host meeting shall be held no later than one month before the date referred to in Article 87, unless all owners of the savings bank, as well as any other special The rights holders have not waived their right to claim redemption.

Article 87c (28.12.2007)

Before the distribution plan is registered, the meeting of the hosting hosts shall not be submitted. The invitation shall be submitted no earlier than two months and, unless a longer period has been provided for in the savings bank's rules, at the latest one month before the meeting of the hosts.

In addition, an invitation shall be sent to each host, whose address is known to the savings bank, in addition to the savings bank's invitation to the savings bank. The savings bank shall, within the period referred to in paragraph 1, communicate the redemption entitlement referred to in Article 87f to the owners of the outstanding amounts to the shares/units of outstanding amounts and to be eligible for any other Rights holders who are entitled to claim redemption and whose address is known to the savings bank. If the address of all the rights holders entitled to redemption is not known to the savings bank, the right of redemption shall also be reported in the Official Journal.

Article 87d (28.12.2007)

For a period of at least one month before the distribution, the following documents shall be held by hosts and the shareholder-fund owner to be seen at the head office of the savings bank participating in the distribution, or on the Internet website, Without delay send the master and the share-fund share to the owner requesting it, and shall be placed at the meeting of the masters:

(1) the distribution plan;

(2) the annual accounts, activity reports and audit reports for the last three financial years of each of the savings banks involved;

(3) decisions on the allocation of funds which may have been made by the savings bank concerned after the last financial year;

(4) interim financial reports drawn up after the last financial year of each savings bank involved;

(5) a statement by the Government of events that have materially influenced the position of the savings bank following the financial statements or the interim report;

6) the opinion on the distribution plan referred to in Article 84.

Article 87e (28.12.2007)

The distribution decision of the divided savings bank shall replace the terms and conditions of the distribution of the divided savings bank as well as the distribution formula for the distribution of stock certificates and other special rights holders entitled to shares in outstanding amounts, and other activities set up: The right to distribution. In the case of savings banks, the distribution plan also replaces the Treaty establishing the European Savings Bank.

If the distribution is not accepted in accordance with the distribution plan in all the savings banks participating in the distribution, the distribution shall lapse. The decision to reject the division or lapse of division shall be notified forthwith to the registration.

Reputation of the shares/units and special rights to be granted in the case of stock certificates and other equity shares (28.12.2007)
Article 87f (28.12.2007)

The owner of the savings bank savings bank and the holder of the special rights of option certificates and other equity participations may require the redemption of their units or rights by providing In the form of an evidence-based request for a savings bank before the meeting of the outgoing hosts. Only those qualifying holdings may be redeemed to be included in the list of shares in the HFF, by the date of the meeting or by the last date of registration. Before a decision is taken on the distribution, the hosts shall be informed of the number of outstanding amounts and their right to claim redemption.

Where redemption or redemption terms are not agreed with the receiving savings bank, the matter shall be referred to the arbitrators in accordance with the provisions of Chapter 18, Sections 3 to 5 and Articles 8 to 10 of Chapter 18 of the Companies Act. No later than one month after the meeting of the hosts, the claimant or the holder of the rights of the claimant shall be seised. After the initiation of the initiation, the owner-fund owner shall have the right to a redemption price. After the initiation of the certificate, the holder of a special right of entitlement to a certificate and other equity holdings shall be entitled only to the price of redemption. If the redemption procedure later confirms that the holder of the ownership or the holder of a special right conferring a right to an option or a holder of a special right entitles the holder to redeem, he shall have the right to distribution. In accordance with the distribution plan. If the distribution is broken, the redemption procedure shall also lapse.

The redemption price is the price of the time before the decision to split it. For the purposes of calculating the redemption price, no account shall be taken of the value of the contribution of the savings bank's share of the distributable savings bank or of the value of a special right conferring entitlement to other equity shares. The redemption price shall be paid annually. Article 12 of the Statute, Of the reference interest rate for the period between the distribution decision and the payment of the redemption price.

The redemption price shall be paid in a month's time for the validity of the judgment, but not prior to the registration of the distribution. The redemption price may be saved as provided for in Article 11 (2) and (3) of Chapter 18 of the Companies Act.

The payment of the redemption price shall be borne by the receiving savings bank whose consideration has been redeemed. The savings banks participating in the distribution are jointly and severally liable for the redemption price of an option certificate and other special reserve assets. The savings bank shall immediately inform the savings bank responsible for the payment of the redemption price.

Implementation and legal effects of division (28.12.2007)
Article 87g (28.12.2007)

The savings banks participating in the distribution shall make a declaration to the registry authority on the implementation of the distribution within six months of the decision or division of the distribution. The notification shall be accompanied by:

(1) the assurance of the members of the Board of Directors and the Executive Director of the savings bank involved in the distribution, that the provisions of this Act have been complied with;

(2) the certifying auditor's certificate that the receiving savings bank receives full consideration of the amount of its own capital and its opinion on the report referred to in Article 83 (2) (9) of the distribution plan;

(3) a certificate issued by a member of the Board of Directors or the Executive Director for the transmission of the declarations referred to in Article 87a;

4) decisions on the distribution of savings banks.

Article 87h (28.12.2007)

The registry authority shall register the distribution if the creditor has not objected to the distribution, or where the creditor has received a payment or a secure guarantee in accordance with a court judgment. However, the distribution shall not be registered if the financial audit, within the meaning of Article 86 (2), has objected to the merger.

If the creditor has objected to the distribution, the registry authority shall inform the savings bank immediately after the deadline. In the case of a creditor, the division shall lapse after a period of one month from the date of receipt. However, the registry authority shall suspend the proceedings if, within one month from the date of its adoption, the savings bank has initiated proceedings to establish that the creditor has received a payment or a security guarantee, or if: The savings bank and the debts jointly request that the proceedings be adjourned. The court or tribunal shall consider the matter referred to above without delay. However, the breakdown must be registered in spite of the debtor's opposition if, in its opinion, the financial audit considers that the implementation of the division without delay is necessary to safeguard the stable functioning of credit institutions and does not undermine the creditor 's Economic position.

The splitting may be carried out, even if the distributed savings bank has been liquidated, unless the assets of the Savings Bank have been committed in accordance with Article 113.

If the assets of the distributive savings bank are subject to the business mortgages within the meaning of the corporate mortgage law, the distribution shall not be registered unless, on the basis of an application, the savings bank and the mortgage-holders' contract The organisation of the privilege. In addition, if the receiving savings bank has a business mortgage loan within the meaning of the corporate mortgage law and is transferred to the company's corporate mortgage, the distribution shall not be registered unless it is registered on the basis of an application. The distribution and receiving savings bank as well as the mortgage-holders' agreement on the organisation of the privileges of mortgages.

Article 87i (28.12.2007)

The assets and liabilities of the savings bank will be transferred to the savings banks receiving the settlement procedure when the distribution is registered. However, in the distribution plan, only the assets and liabilities allocated in the distribution plan shall be transferred. At the same time, the savings bank distributed in the overall distribution is unraveled and the savings bank receiving the savings bank is being created.

The assets and liabilities of the savings bank shall not be included in the balance sheet of the receiving savings bank from a higher value than their financial value to the receiving savings bank. The commitment to carry out the work or service shall not be included in the balance sheet.

The right of distribution to the shareholders of the depository shareholders of the savings bank, as well as to the holders of option certificates and other special rights conferring rights to other stocks, shall be given the right to distribution. In accordance with the distribution plan. New stem-fund shares/units to be provided in return for distribution shall generate the rights of the shareholder-of-fund unit as from the date of registration, unless the distribution plan provides for this later. However, in the case of shares/units, the rights of the shareholder-fund owner shall be registered no later than one year after registration. The shares of the divided savings bank, owned by the receiving or divided savings bank, do not give rise to the right to distribution.

If, in order to obtain a split consideration, specific actions, such as the presentation of the stock management certificate, are subject to special measures such as the submission of a licence, no consideration shall be required within 10 years of the date of registration of the distribution of the distribution, the The meeting of the hosts can decide that the right to distribution and the rights deriving from it are lost. The consideration of the lost consideration shall be the receiving savings bank.

In the event of a total allocation of funds not allocated in the distribution plan, they belong to the receiving savings banks in the same proportion as the net assets of the savings bank are divided according to the breakdown plan, unless: Otherwise specified in the distribution plan.

The savings banks participating in the distribution are responsible for the debt of the savings bank that is distributed jointly, which is incurred before the implementation of the distribution is registered. However, the total amount of the savings bank's liabilities, of which the other savings bank is based, according to the distribution plan, the total amount of liability of the savings bank shall not exceed the value of the net assets that are to be retained or transferred to it. The creditor may claim, on the basis of solidarity, the creditor in the distribution plan only after it has been established that he or she does not receive any payment from the debtor or the security. The liability for the payment of redemption price is laid down in Article 87f (5). The foregoing paragraph of this paragraph shall not apply to any part of a debt or liability which may be substituted by the deposit guarantee fund or the investment service referred to in Chapter 5 of the Financial Stability Agency. (747/2012) Within the meaning of Article (19/12/2015)

Article 87j (28.12.2007)

Following the implementation of the division, the Board of Directors and the Executive Director shall, as soon as possible after the implementation of the division, prepare the accounts and the activity report for which the annual accounts have not yet been presented at the meeting of the hosts ( Final statement ). The final statement shall be provided to the auditors, who shall, within one month, submit an audit report on the final statement. Upon receipt of the audit report, the Management Committee shall convene without delay the hosts to confirm the final statement. The meeting shall be subject to the provisions of the meeting of the hosts.

The final statement shall be reported as being registered as provided for in Article 11 (1) of the Law on the operation of the credit institutions. (08.08.2014/2013)

Article 87k (28.12.2007)

Even if the distribution is registered, it will be cancelled if the distribution decision according to the Court's final judgment is invalid. The splitting bank and the receiving savings bank are jointly responsible for the obligation of the receiving savings bank, which was incurred after the distribution of the distribution, but prior to the registration of the judgment.

Chapter 6

Delivering business

ARTICLE 88

Savings Bank ( Giving up the savings bank ) The business may be wholly or partly entrusted to one or more credit institutions or other undertakings ( Receiving company ) As provided for in this Chapter, without having to abandon the savings bank.

The savings bank may hand over its business by:

(1) all assets and liabilities of the transferring savings bank shall be transferred to one or more of the acquiring credit institutions; or

(2) part of the assets and liabilities of the transferring savings bank shall be transferred to one or more of the receiving undertakings.

(28.12.2007)

The transfer of business can be carried out, even if the savings bank has been put into liquidation, unless the savings bank's assets have been committed to the purpose of the regulation.

A savings bank that supplies its business as referred to in paragraph 2 (1) shall be transformed into a foundation or landed as provided for in Article 92. (28.12.2007)

ARTICLE 89 (28.12.2007)

Articles 83, 85 and 86 shall apply mutatis mutandis to the transfer of business, as provided for in Articles 83, 85 and 86, with regard to the distribution plan and its registration and notification of the financial audit, as well as the right to oppose distribution, Article 87 (1) and Article 87 (2) and Article 87a provide for the protection of creditors and Articles 87 g and 87h, however, so that the procedure for the consultation of creditors in accordance with Article 87 (1) and (2) applies only to the debts to be disclosed.

The assets, liabilities, reserves and commitments of the donor savings bank in accordance with the surrender plan shall be transferred to the recipient undertaking, as provided for in the delivery plan, when the release is registered. The transfer of business shall be subject to the provisions of Article 87 (i) (2) and, mutatis mutandis, Article 87 (6). The cancellation of business transfers shall apply mutatis mutandis as provided for in Article 87k. Where a recipient undertaking is to be established, it shall be registered at the same time as the transfer is registered.

The transfer of a business pursuant to Article 88 (2) (1) shall be terminated in accordance with Articles 87b (1) and (2) and Articles 87 (c) and 87d. The decision shall be governed by Article 87e (2). The redemption of the reserve fund of the savings bank transferring the business referred to in this paragraph and the entitlement referred to in Article 87f shall be governed by Article 87f. The holder of the portion or entitlement referred to in this paragraph shall be entitled to a redemption price when the implementation of the transfer of the business is registered.

The foregoing paragraph of this Article shall apply to the creditor in respect of which a credit institution has given a guarantee or any other comparable undertaking or to whom a derivative contract with a credit institution may arise Monetary claim if the commitment is transferred to another credit institution.

ARTICLE 90 (28.12.2007)

In accordance with Article 88 (2) (1), where all assets, liabilities and obligations and other rights and obligations of the transferring savings bank are transferred to one of the activities of the transferring savings bank, In the case of a limited liability credit institution, and in consideration only shares of the receiving credit institution shall not be subject to Articles 83, 86, 87 and 87a.

A savings bank which transfers its business within the meaning of this Article may be converted into a foundation.

ARTICLE 91

Where a savings bank's business is delivered to a credit institution within the meaning of Article 90, its activities may be continued as a savings bank company, as provided for in this Article and Article 92 below.

At the end of the meeting of the hosts, the decision of the Savings Bank to set up a savings bank in the decision of the Pathway shall be approved by a bank to establish a credit institution law and business banks and other The law on credit institutions in the form of shares (2002) , subject to paragraph 3.

The operations of the Savings Bank to continue the deposit bank's statutes may include a provision stating that the Bank's specific purpose is to promote thrift. Such a bank is referred to as a savings bank company. In addition to the emblem of the bank's entity, the savings bank company shall use the word 'savings bank'. (9.2.2008)

The credit institution referred to in this Act shall apply if this Chapter does not provide for any other provisions in the Act on commercial banks and other limited liability companies. The savings bank corporation may be converted into a commercial bank by a change in the statutes.

The savings bank company shall be subject, mutatis mutandis, to the provisions of Article 41 on the use of free equity in the distribution of profits and in Chapter 7 on savings bank accounts. In addition, Article 128 of this Law applies to the savings bank company, with the exception of the central bank savings bank company, which provides for the right to take deposits and credit.

The Statutes of the Savings Limited Company may stipulate that the Bank shall have a Management Board and that the members of the Bank shall select a part of the members of the Board of Supervisors, which shall be less than half the Members.

ARTICLE 92

The decision to transform the savings bank into a foundation or liquidation shall be made at the same time as deciding on the transfer of the business referred to in Article 88 (2) (1). (28.12.2007)

When deciding to convert a savings bank into a foundation, a foundation law must be adopted (487/2015) in Chapter 2 of Chapter 2 And the statutes of the Foundation referred to in Article 3. (24/05/1993)

The Savings Bank shall inform the registry authority of the transformation of the savings bank into a foundation as provided for in Section 2 of Chapter 13 of the Foundation Act. The registry authority shall register the Foundation in accordance with what is provided for by the said law. (24/05/1993)

The Foundation shall not be registered unless, at the same time, the transfer of the business referred to in Article 88 (2) (1) and the transfer of business referred to in Article 90 has been registered in addition to the authorisation of the credit institution to be set up. The Board of Savings Bank, as amended, shall issue a final statement at the meeting of the hosts, which shall be governed by Article 87j. (28.12.2007)

Chapter 7

Chapter 7 has been repealed by L 8.8.2014/614 .

Chapter 8

Clearing and bankruptcy (195,2004/410)

Clearing space provisions (195,2004/410)
ARTICLE 101 (195,2004/410)

The credit institution shall notify the financial audit before the savings bank is liquidised by decision of the meeting of the hosts.

ARTICLE 102

The liquidation of the savings bank shall be decided by the meeting of the hosts. The decision shall be taken in the order provided for in Article 9 (1).

If the savings bank is to be dissolved under an order of the rules, the decision of the meeting of the masters will be the opinion which has been supported by more than half of the votes cast, or, by the vote, exactly which the President agrees.

The liquidation shall begin when the decision of the host meeting has been taken, unless the meeting of the hosts sets a later date as the starting date for the liquidation.

The main content of the proposal for a decision shall be mentioned at the meeting of the hosts for the liquidation of the liquidation. The proposal, together with its annexes, shall be kept at the head office of the savings bank for at least one week before the meeting of the hosts and without delay to send it to the applicant and shall be displayed at the meeting of the hosts. However, if a savings bank is proposed in a case other than that referred to in paragraph 2, the notice of the meeting shall be submitted no later than one month before the meeting.

ARTICLE 103 (27.6.2003/590)

The financial audit shall, at the same time, decide on the withdrawal of the authorisation to liquidate the savings bank.

The liquidation shall begin immediately after the decision to review the authorisation and the liquidation of the authorisation has been taken.

ARTICLE 104

At the same time, when a savings bank or financial audit decides on liquidation, one or more liquidator shall be elected to replace the Board of Directors, the Executive Director and any Management Board. Subject to the provisions of this Chapter, the other provisions of the law governing the Government and its members shall apply mutatis mutandis to clearing members. (27.6.2003/590)

If the savings bank in liquidation has no eligible liquidators registered in the register, the registry authority shall provide the liquidators. A financial check may be applied for and the person whose entitlement may depend on the credit institution having someone who can represent it.

The clearing members shall, without delay, after the financial audit has taken a decision on the withdrawal of the authorisation, convene a meeting of the savings bank's hosts to decide on the measures to be taken by the savings bank to another savings bank; or Fixing the conditions of authorisation in any other way or the dismantling of the savings bank. (27.6.2003/590)

Article 104a (195,2004/410)

The registry authority and the financial audit shall, when selecting the liquidator, give him a certificate of his choice. An extract or a copy of the minutes of the meeting of the hosts shall be proof that the meeting of hosts has been selected by the liquidator.

ARTICLE 105

Subject to the provisions of this Chapter, the host meeting of the savings bank in liquidation shall be subject to the same provisions as before the start of the liquidation. If it is necessary to put an end to the liquidation or to continue the operation, the meeting of the hosts may also decide to amend the rules, increase the basic capital and the reserve fund, and the conversion of debt securities and capital loans.

ARTICLE 106 (08.08.2014/2013)

The role of the auditor shall not stop at the liquidation of the savings bank. What is laid down in Chapter 12 of the Law on Credit Insurance is also in force during the liquidation period. In addition, the audit report shall contain a statement as to whether, in the opinion of the auditor, the liquidation has been unduly prolonged.

§ 107

Once the savings bank has been liquidated, the Board of Directors and the Executive Director shall, without delay, prepare the financial statements and consolidated financial statements for the period prior to the liquidation of the institution which has not yet been presented at the meeting of the Savings Bank. The accounts shall be presented as soon as possible at the meeting of the Savings Bank. Chapter 12 of the Act on the operation of credit institutions is governed by the financial statements and the audit. (08.08.2014/2013)

If the period referred to in paragraph 1 also covers the preceding financial year, the annual accounts and consolidated financial statements shall be issued for that accounting year.

ARTICLE 108 (08.08.2014/2013)

When the meeting of the hosts or the Financial Supervisory Authority has taken a decision on the liquidation of the savings bank, the liquidator shall, without delay, make a decision on the liquidation decision and the choice of clearing members for registration. The notification shall also be made to the Deposit Guarantee Fund and, if the decision to liquidate the decision has been made by the hosts' meeting, the Financial Supervisory Authority. The notification shall also be made to the Guarantee Fund and to the investor compensation fund if the savings bank is a member of the Fund.

ARTICLE 109

Clearers must apply for a public challenge to the savings bank's creditors. The public challenge is in force, of which the public challenge law (2003) , subject to the provisions of paragraph 2. (195,2004/410)

A public challenge is requested from the registry authority. In the event of a challenge, creditors shall be invited to inform the registry authority in writing of their claim by the deadline. What is laid down in this or other law on the date of entry into force shall apply to that date. The challenge shall be published in the Official Journal no later than one month before the date of destination. The clearing members shall, no later than three weeks before the date of destination, send a written declaration to the known creditors of the savings bank. The registry authority shall inform the clearing members of the notified claims without delay after the deadline. The registration authority shall inform the register of its own motion.

In the notification referred to in paragraph 2, the liquidator of the savings bank shall also mention:

(1) Article 121 (2) provides for the reporting of a depositor to the bank; and

(2) whether the creditor must be informed of the claim or obtained by the creditor.

(195,2004/410)

The notification shall be made at least in Finnish and Swedish. The notification shall include all countries belonging to the European Economic Area ( EEA State ) In the official languages, the title 'Call for notification or submission of comments; deadlines to be followed'. (195,2004/410)

ARTICLE 110

Surveys are carried out by the clearing members during the liquidation period. They shall, as soon as possible, liquidate the amount of the savings bank's assets and pay the debts. The business of the credit institution may be continued only to the extent required by the appropriate explanation.

Clearers shall apply to the Financial Supervisory Board to withdraw the authorisation without delay after the conditions of the authorisation no longer exist or the continuation of the report is no longer subject to authorisation. (27.6.2003/590)

ARTICLE 111

Clearers shall draw up annual accounts and consolidated financial statements for each financial year, which shall be submitted to the meeting of the savings bank for approval at its meeting. Other provisions of this Act concerning a government proposal for profit or loss shall not apply to these financial statements.

The balance sheet has its own capital as one item and the basic capital and the parent fund are reported outside the column. Where appropriate, the FPAP shall be broken down by different types of cooperatives.

The property shall not be included in the balance sheet at a higher value than the separate costs resulting from the probable supply price. Where the value of the assets is estimated to be substantially higher than the balance sheet of the balance sheet, or where the amount of the debt and liquidation costs is estimated to materially deviate from the required balance sheet, the estimated amounts shall be reported In the case of assets and liabilities corresponding to outside the column.

ARTICLE 112

If the savings bank's assets are not sufficient to pay off the debts, the liquidator must put the savings bank's assets into bankruptcy.

ARTICLE 113

After the day of the public challenge to the creditors of the savings bank, the liquidators will be liquidated by the liquidators, when all known debt has been paid, to share the savings bank's assets. If the debt is contested or unmatured or cannot be paid for any other reason, the necessary funds shall be allocated separately and the residual amount shall be allocated.

If the savings bank's assets remain after the debts have been paid, the surplus must first be used to repay the outstanding amount and, above all, for the purpose to be determined by the rules.

A claim against the savings bank's assets shall be initiated against the Savings Bank within three months of the submission of the final statement at the meeting of the Savings Bank.

If, within five years from the date of submission of the final statement at the meeting of the savings bank's hosts, the owner of the stock-fund shares is not present, he has lost his right to do so.

ARTICLE 114

After carrying out its duties, the liquidator shall, as soon as possible, issue a final statement of its administration by drawing up a report on the whole settlement procedure. The report shall also include a description of the distribution of savings bank assets. The report shall be accompanied by the financial statements for the entire settlement period. The report and its annexes shall be submitted to the auditors, who shall, within one month, submit an audit report on the final statement of accounts and the management of the liquidation.

Upon receipt of the audit report, the Heads of State or Government shall convene a meeting of hosts to verify the final statement.

The final statement shall be communicated by the clearing members to the financial audit.

ARTICLE 115

The savings bank shall be deemed to be dissolved when the liquidators have submitted a final statement at the meeting of the hosts. The notification of the demolition shall be made without delay by the liquidators for registration and for the financial review.

Notwithstanding the provisions of paragraph 1, a minimum of three masters or owners of a parent-fund share of at least one tenth of the shares, may require the liquidators to convene a meeting of hosts to consider bringing an action; On that basis, if:

(1) At the credit institution's meetings, discharge has been granted or otherwise decided not to bring an action for compensation, but the decision has cast a tenth of the votes against the decision or the owners of the parent-fund shares of one-tenth of the total Contributions;

(2) no decision on the discharge has been taken within one month of the end of the financial year; or

(3) the decision to raise the claim for compensation has not, incidentally, been taken within two months from the date on which the host meeting had to be held.

However, if one of the shareholders relinquots the complaint, the other parties may continue to do so.

The action shall be instituted within three months of the meeting of the hosts referred to in paragraph 1.

The applicant shall bear the costs of the proceedings. However, they are entitled to compensation from the savings bank to the extent that the funds that have been won by the savings bank are sufficient.

If, in accordance with the rules or decisions taken by them, a meeting of hosts has not been convened within the prescribed order, the financial audit may justify a member of the savings bank's Board of Directors, a member of the Executive Board, the Executive Director, At the request of the auditor, host or unit owner, to convene a meeting of hosts at the expense of the savings bank.

ARTICLE 116

If, following the winding-up of the Savings Bank, new funds or savings banks appear to be brought before the bank or the savings bank is otherwise required, the report must be continued. The clearing members shall, without delay, submit a declaration for registration and a financial check. The invitation to the first meeting of hosts shall be provided in accordance with the rules. In addition, a written invitation shall be sent to each owner whose address is known.

ARTICLE 117

If the savings bank has been set up by decision of the meeting of the hosts, the host meeting may, by a majority of the votes cast by the auditors, decide that the liquidation shall be stopped and the operation continued. However, the decision shall not be taken if the liquidation is justified by the rules or if the assets of the savings bank have been distributed. In addition, if a savings bank licence has been withdrawn, it is necessary to continue operating as a condition for the granting of a new licence to the savings bank.

Where a decision to extend the operation has been taken and a new authorisation or authorisation to continue operating without authorisation has been obtained, the savings bank shall be selected by the Management Board, the Board of Directors and the Executive Director.

When the Board of Directors has been elected, the liquidator shall immediately make a decision on the closure of the liquidation and for the registration of the Board of Directors. The decision shall not be implemented before registration. The public challenge for the creditors of the savings bank will remain unaffected when the liquidation has been terminated in accordance with the rules of this Article.

Concourse provisions (195,2004/410)
ARTICLE 118 (19/12/2015)

The assets of the savings bank may be released into bankruptcy by the government or, where the savings bank is in liquidation, on the basis of the decision of the liquidator. During the course of the course, the liquidator of the savings bank is the government and the managing director, or the liquidators selected before the start of the bankruptcy. However, new members of the government or new liquidator may be selected during the course of the course.

By way of derogation from the law on the order of creditors of the creditors (1578/1992) Provides for the bankruptcy of a savings bank:

(1) natural and non-audit law (459/2007) The eligible deposits of legal persons crossing the threshold referred to in paragraph 2 shall have priority in relation to unsecured and unsecured debts and the liabilities referred to in paragraph 3 of this paragraph;

(2) for the purposes of paragraph 1, in the case of a part of the deposit which is replaced by the provisions of Chapter 5 of Chapter 5 of the Financial Stability Authority Act, priority shall be given to the part of the deposit which is excluded from the protection;

(3) the law on the resolution of credit institutions and investment firms (1194/2014) § 2 of Chapter 7 The compensation referred to in paragraph 3 shall take precedence over unsecured and unsubordinated debts.

The provisions of this Article shall also apply to the recovery of the Financial Stability Agency referred to in Article 15 of Chapter 5 of the Law on Financial Stability Board.

Article 118a (195,2004/410)

The savings bank shall notify the Financial Supervisory Authority before the savings bank submits an application for the bankruptcy of its assets.

ARTICLE 119

In the case of a creditor applying for a savings bank, before the bankruptcy decision is filed, the Court must inform the Financial Supervisory Authority of the application. The court or tribunal shall postpone the proceedings for a period of up to one month, if the financial audit presents a request to that effect within one week of receipt of the notification referred to in this paragraph. (27.6.2003/590)

A creditor whose sole purpose is to obtain full reimbursement from the Deposit Guarantee Fund is not eligible for the bankruptcy of the savings bank.

Article 119a (195,2004/410)

In addition to what is otherwise provided for in the notification of a claim to be submitted to the creditors of the savings bank:

(1) what Article 120 (1) provides for the obligation to control the depositor and Article 121 (2) provides for a depositor's reporting to the bank; and

(2) whether the creditor must be informed of the claim or obtained by the creditor.

The notification to the creditors of the savings bank concerning the control or presentation of claims shall be made at least in Finnish and Swedish. The notification shall include, in all the official languages of the EEA States, the title 'Call for notification of the claim; deadlines to be followed' or, respectively, 'Call for comments; deadlines to be followed'.

ARTICLE 120

If the assets of the Savings Bank have been declared bankrupt, the depositor does not have to declare or supervise its receivable on the deposit account, subject to Article 121 (2). What is provided for in this paragraph from the depositor does not apply to the Deposit Guarantee Fund, to which the depositary's rights have been transferred pursuant to Article 8 (7) of the Law on the operation of credit institutions. (08.08.2014/2013)

If, at the end of the bankruptcy, there is no property left, the savings bank shall be deemed to have been dissolved in the event of a final settlement of the bankruptcy. The administrator shall, without delay, make a declaration of landing to the Centre of Justice from which the information is transmitted to the registry authority to be entered in the register. (20.2.2004)

If there is any assets left and the savings bank has not been liquidated when its assets have been declared bankrupt, the Board of Directors shall, as soon as possible, convene a meeting of the hosts to decide whether the Savings Bank should continue or be set up; Liquidation. If the meeting of the hosts makes a decision on the extension of the savings bank, the provisions of Article 107 shall apply.

If the bankruptcy of the Savings Bank has ended and funds are available to the bank, the bankruptcy procedure will continue. If, after bankruptcy, the bank is left with funds, it shall be treated as provided for in paragraph 3.

Common provisions on liquidation and bankruptcy (195,2004/410)
Article 120a (195,2004/410)

The liquidation of the savings bank shall be competent to decide the meeting of the hosts and the financial audit as provided for in this Act. The bankruptcy of the Savings Bank shall be the competent authority to decide the Finnish court as is expressly provided for. The above procedure shall also include branches of savings banks located in other EEA States.

The dismantling of the savings bank shall not apply to the trade register law (129/1979) Article 24 Provides.

Article 120b (1912,2008/882)

In the event of liquidation, a savings bank with a branch in another EEA State, a liquidator and a liquidator in bankruptcy, shall publish in the Official Journal of the European Union the decision to declare or declare bankruptcy And each of the two national daily newspapers of the EEA State referred to in this article. The sample shall be published at least in Finnish and Swedish.

Article 120c (195,2004/410)

In the event of a liquidation or bankruptcy, the administrator shall request that the opening of the liquidation or bankruptcy proceedings be entered in another EEA property register, trade register or other public register, if: The registration of the register shall be carried out under the law of that State for the initiation of liquidation or bankruptcy proceedings.

Article 120d (195,2004/410)

Any creditor residing, having its registered office or registered office in another EEA State may indicate or supervise its claims or submit observations in the official language of the other State. However, in the event of a notification, monitoring or claims related to the claim, the title 'Reporting or monitoring' or 'presentation of the comments accompanying the heading' shall, however, be either Finnish Or Swedish.

In liquidation and bankruptcy of the Savings Bank, the public authority of another EEA State shall be treated as a creditor within the meaning of paragraph 1.

ARTICLE 121

The creditor of the savings bank shall, subject to the terms of the contract, also be required to receive payment of the outstanding debt after the bank has been liquidised or declared bankrupt. In this case, they are entitled to compensation for the damage caused by the difference between the agreed rate and the lower market rate.

When the savings bank has been liquidated or declared bankrupt, the bank must invite depositors who have not used their savings bank account for up to ten years before the liquidation or bankruptcy, two years Of the issuing of the alert, at the risk of losing the account holder to the bank. The request shall also be sent to the depositors referred to above by letter at the known address of the Bank. The provisions of Article 109 (4) and Article 119a (2) shall apply accordingly. (195,2004/410)

Article 121a (195,2004/410)

The liquidator and the estate manager shall regularly inform the creditors of the progress of the liquidation and bankruptcy proceedings.

Article 121b (195,2004/410)

The law applicable to the liquidation and bankruptcy of the Savings Bank in the European Economic Area is valid, as provided for in Articles 24a to 24k of the Act on commercial banks and other limited liability companies.

Chapter 9

Obligation to pay damages

ARTICLE 122

The obligation for the founder, host, management board and member of the Board of Directors and the Executive Director for damages is governed by the Act on the operation of credit institutions. The statutory auditor's liability is laid down in the Audit Act.

Pursuant to Article 1 of Chapter 21 of the Law on the Activities of the Savings Bank of the Savings Bank of the Savings Bank, a meeting of hosts is decided. The Board of Directors also has the right to decide on an action for damages based on a punishable offence. (08.08.2014/2013)

The decision to grant discharge or the lodging of an action shall not prevent the savings bank from bringing an action, when the meetings of the hosts shall not be carried out in the annual accounts or in the audit report, or otherwise substantially Correct and complete information on the decision or measure on which the action is based.

If the savings bank is declared bankrupt on an application made within two years of the decision to grant discharge or not to bring an action, the bankruptcy shall not prejudice the application of this Decision.

ARTICLE 123

Without prejudice to Article 122 (1) and (2), where discharge has been granted or otherwise decided at the meeting of the hosts, but at least one tenth of the hosts have voted against the decision, the action may be challenged.

The cover may be raised by at least three hosts who have voted against the decision or the owners of the parent-fund shares of at least one-tenth of the total share-fund shares. However, if the host or the owner of the parent-fund shares waived the case after its withdrawal, the other proceedings may continue to do so.

The action shall be instituted within three months of the decision referred to in paragraph 1.

The costs incurred by the owners or the owners of the holding fund shall be borne by the owners. However, they are entitled to receive compensation from the savings bank to the extent that the funds received by the bank during the trial are sufficient.

ARTICLE 124

Under Chapter 21 of Chapter 21 of the Law on the Activities of the Savings Bank, an action to be taken pursuant to Article 1 of Chapter 21 of the Law on the Activities of the Savings Bank cannot be raised unless an action is based on a criminal offence: (08.08.2014/2013)

(1) against the founder three years after the date of the establishment of the decision establishing the Bank;

(2) three years after the end of the financial year in which the decision was taken or the action taken on the basis of the action on which the action was based;

(3) three years after the presentation of the audit report, the opinion or the certificate to which the action is based, against the auditor or the auditor appointed by the Governing Board or the Board of Directors.

(9.2.2008)

If the time limit for the action to be taken on behalf of the savings bank is exhausted, the action referred to in Article 122 (4) cannot be brought forward once a month has elapsed since the bankruptcy was carried out.

ARTICLE 125 (08.08.2014/2013)

Financial supervision shall have the right, if it considers that the interests of the depositors or the parent-fund shares are required, to bring an action for damages against a person or entity referred to in Article 1 of Chapter 21 of the Law on the Activities of the Savings Bank; Against.

Chapter 10

Penalty provisions

ARTICLE 126

Penalties for breach of the obligation of professional secrecy laid down in Article 98 are punishable under criminal law (39/1889) 1 or 2, unless a heavier penalty is imposed in the rest of the law.

ARTICLE 127 (08.08.2014/2013)

Anyone who deliberately infringes the provisions of Article 64 or Article 84 of the Court of Auditors shall be condemned, unless the act is minor or otherwise provided for by law, On a savings bank crime Fine or imprisonment for a period not exceeding one year.

Chapter 11

Outstanding provisions

ARTICLE 128 (24.6.2010/602)

Article 128 has been repealed by L 24.6.2010/602 .

ARTICLE 129 (08.08.2014/2013)

Article 129 has been repealed by L 8.8.2014/614 .

ARTICLE 130

In addition, the notification and communications from the savings bank to the registry authority are, in addition to what has been said in this Act, which are expressly provided for.

The registration authority for the purposes of this law is the government of patents and registries.

Article 130a (30.12.2004)

The financial statements and activity report of the Savings Bank shall be drawn up in accordance with the accounting law and the law on credit institutions and the provisions adopted pursuant to them and the financial audit provisions.

The Board of Directors and the Executive Director shall date and sign the financial statements and the annual report. Where a member of the Board or the Executive Director has expressed an opinion on the annual accounts or the activity report, that statement shall be included in his request.

The annual accounts and the annual report shall be submitted to the auditors no later than one month before the meeting of the masters, in which the profit and loss account and balance sheet shall be presented for endorsement.

Chapter 12

Entry and transitional provisions

ARTICLE 131

This Act shall enter into force on 1 January 2002 and repeal the Savings Bank Act of 28 December 1990. (180/1990) With its subsequent modifications.

ARTICLE 132

The provisions of this law shall be replaced by the provisions of this Act instead of an anti-law provision. A change in the provision of an anti-law rule must be reported as registration while other rules are reported to be registered, and no later than three years after the entry into force of the law.

Paragraph 2 has been repealed by L 28.12.2007/1423 .

Article 121 (1) shall not apply to debts incurred prior to the entry into force of the law.

THEY 180/2001 , TaVM 20/2001, EV 203/2001

Entry into force and application of amending acts:

31.1.2003/76:

This Act shall enter into force on 15 February 2003.

THEY 174/2002 , TaVM 26/2002, EV 203/2002

27.6.2003/590:

This Act shall enter into force on 1 July 2003.

THEY 175/2002 , N ° 27/2002, EV 277/2002

20.2.2004:

This Act shall enter into force on 1 September 2004.

THEY 153/2003 , LaVM 8/2003, EV 131/2003

19.5.2004:

This Act shall enter into force on 31 May 2004.

Before the entry into force of this Act, the provisions in force at the time of entry into force of this Act shall apply.

THEY 23/2004 , TaVM 7/2004, EV 40/2004, European Parliament and Council Directive 2001 /24/EC (32001L0024); OJ L 125, 5.5.2001, p. 15

30.07.2004/703:

This Act shall enter into force on 5 August 2004.

THEY 69/2004 , TaVM 12/2004, EV 103/2004, European Parliament and Council Directive 2002/87/EC (32002L0087); OJ L 035, 11.2.2003, p. 1-27

ON 30 DECEMBER 2004,

This Act shall enter into force on 31 December 2004.

THEY 126/2004 , No 29/2004, EV 228/2004

21.7.2006/643:

This Act shall enter into force on 1 September 2006.

The merger or division shall be subject to the provisions in force at the time of entry into force of this Act if the merger or division plan is declared to be registered before the entry into force of this Act.

THEY 109/2005 , TaVM (EV).

1 DECEMBER 2006/1066:

This Act shall enter into force on 1 January 2007.

THEY 145/2006 , TaVM 13/2006, EV 136/2006

9.2.2007/12:

This Act shall enter into force on 15 February 2007.

THEY 21/2006 , TaVM 25/2006 EV 252/2006

13.4.2007/4761

This Act shall enter into force on 1 July 2007.

THEY 194/2006 , TaVM 33/2006, EV 293/2006

28.12.2007/1423:

This Act shall enter into force on 31 December 2007.

Where the merger, division or transfer of business plan has been declared to be registered before the entry into force of this Act, the merger, division or transfer of business shall be applicable upon entry into force of this Act. The provisions.

After the adoption of this law, the registry authority may register and alert the Finnish savings bank of the merger or division or division involved in the merger or division. Shall submit an invitation to the meeting of the masters to decide on the approval of the plan as provided for in this Act.

THEY 103/2007 , EV 115/2007, Directive 2005 /56/EC of the European Parliament and of the Council, OJ L 310, 12.7.2005, p. 1 TO 9

19.12.2008/882:

This Act shall enter into force on 1 January 2009.

THEY 66/2008 , TaVM 20/2008, EV 109/2008

24.6.2010/602:

This Act shall enter into force on 1 July 2010.

THEY 243/2009 , TaVM 6/2010, EV 40/2010

14.12.2012/7621:

This Act shall enter into force on 1 January 2013.

THEY 32/2012 , TaVM 11/2012, EV 117/2012

8.8.2014/14:

This Act shall enter into force on 15 August 2014.

However, Chapter 7, which shall be repealed, shall apply until 30 June 2015.

THEY 39/2014 , TaVM 6/2014, EV 62/2014, Directive 2013 /36/EU of the European Parliament and of the Council (32013L0036); OJ L 176, 27.6.2013, p. 338-436 Regulation (EU) No 575/2013 of the European Parliament and of the Council (32013R0575); OJ L 176, 27.6.2013, p. 1-337

19 DECEMBER 2014/1206:

This Act shall enter into force on 1 January 2015.

THEY 175/2014 , TaVM 20/2014, EV 191/2014, Directive 2014 /49/EU of the European Parliament and of the Council (32014L0049); OJ L 173, 12.6.2014, p. Directive 2014 /59/EU of the European Parliament and of the Council (32014L0059); OJ L 173, 12.6.2014, p. 190

24.4.2015/493:

This Act shall enter into force on 1 December 2015.

THEY 166/2014 , LaVM 20/2014, EV 276/2014

18.9.2015/1199:

This Act shall enter into force on 1 January 2016.

THEY 254/2014 , TaVM 34/2014, EV 371/2014