[Last updated: 1 January 2025, unless otherwise noted]

7.1 Squeeze-out

The holder of 95% or more ordinary shares (shareholders acting in concert) may launch the squeeze-out procedure and force remaining minority shareholders to sell their shares to such stakeholder. The squeeze out can be launched only after the majority shareholder has complied with the mandatory bid procedure as detailed in 4.2(a) above.

The main steps to conduct a squeeze-out include:

• opening an escrow account prior to launching the squeeze-out bid to minority shareholders;
• squeeze-out bid made to minority shareholders;
• publication of the squeeze-out bid on the JSC's website and in the Securities Commission's information database within one business day of the bid;
• imposing restrictions on transactions in the shares of minority shareholders within two business days of the bid;
• waiting for the expiration of the 20-business-days period during which minority shareholders may submit a counterbid (see 6.5);
• transfer of funds by the acquiring shareholder to escrow account; and
• lifting restrictions and transferring shares to the acquiring shareholder.

7.2 Sell-out

After disclosure of information on the acquisition by a shareholder (including persons acting in concert) of 95% or more of the ordinary shares of a JSC, and if a squeeze-out procedure has not been initiated, the minority shareholders may launch the sell-out procedure within 180 calendar days.

The main steps to conduct a sell-out are:

• sell-out requirement by the minority shareholder(s):
  • minority shareholder(s) sends the sell-out request to the JSC;
  • JSC sends a copy of the sell-out requirement to the holder of 95% or more of the ordinary shares of a JSC within one business day after receipt of the sell-out request;
  • the sell-out right cannot be exercised during the squeeze-out procedure;
• approval of the sell-out price by the JSC's supervisory board or board of directors:
  • JSC's supervisory board or board of directors approves the sell-out price within 25 business days of receipt of the first sell-out request from the minority shareholder(s);
  • JSC notifies both the minority shareholder (who submitted the sell-out request) and the holder of 95% or more ordinary shares (including shareholders acting in concert) of the approved sell-out price within one business day after approval of the sell-out price; and
• payment of the sell-out price and acquisition of share ownership by acquiring shareholder within 20 business days of receipt of the approved sell-out price from the JSC.