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

7.1 Squeeze-out

The minority shareholders of a listed company in which a controlling shareholder acquires more than 95% of the shares of that company will have withdrawal rights, i.e., the right to sell their shares to the company at market value (or book value in case the shares of the company are not sufficiently traded), within 30 days after the bidder has reached 95% of the shares.

The bylaws of a listed company may authorize that, following a tender offer, if the bidder (together with the persons with whom it acts in concert) holds 95% of the share capital, all other shareholders can be forced to transfer their shares to the bidder at the price offered in the takeover bid, provided that the bidder acquired, via the acceptance of a takeover bid launched for the acquisition of 100% of the shares, at least 15% of the share capital from shareholders that are not related to the bidder.

The price for the shares will be the same as that offered in the tender offer, duly adjusted (for inflation purposes) plus ordinary interest (average interest paid by banks and financial institutions in similar amount operations).

This squeeze-out right may be exercised by the bidder within 15 days after the end of the term to exercise the withdrawal rights referred to above, by means of a certified letter sent to each shareholder and a "highlighted" advertisement in a national newspaper and on the webpage of the target company, if applicable.

The purchase of the shares will be completed 15 days after the exercise of the squeeze-out rights is notified to the shareholders, without the need to sign any document. The target company will register the shares under the controlling shareholder’s name and immediately make the price paid for the shares available to the squeezed-out shareholders.

7.2 Restrictions on acquiring securities after acquiring control

During a period of 12 months after a shareholder has taken control of the target company by any means, such controlling shareholder cannot directly or indirectly acquire any shares of the target company for an amount equal to or higher than 3% of the stock capital of its shares without launching a tender offer. The price per share offered in the tender offer may not be lower than the price paid in the operation that allowed the shareholder to take control of the target company.