SERBIA Law and Practice Contributed by: Nataša Lalović Marić, Jovan Mićović and Stefan Šilobad, Law Office Miroslav Stojanović in cooperation with Wolf Theiss
6.9 Voting by Proxy Voting through proxies is permissible in Serbia. Prox - ies are either bound by explicit instructions on how to vote on a specific decision or, in the absence thereof, are obliged to act in good faith and vote in the best interest of the shareholder they represent. 6.10 Squeeze-Out Mechanisms Pursuant to the Company Law, a squeeze-out proce - dure may be initiated upon the suggestion of a share - holder holding shares that represent at least 90% of the share capital and voting rights of all sharehold - ers holding ordinary shares (“Majority Shareholder”). Based on such proposal, the shareholder assembly passes a decision on a squeeze-out of all minority shareholders, notwithstanding encumbrances, dis - posal prohibitions/limitations or third-party rights on shares (if any). Shares held by related persons qualify as shares of the Majority Shareholder, provided that the relevant persons became related to the Majority Shareholder at least one year before a squeeze-out decision was made. The squeeze-out price is determined in line with the rules on the buyout of dissenting shareholders and should be the higher of: • market value determined as weighted average value achieved on the stock exchange market or MTF in the six months preceding the date of the decision determining said price, provided that the trade volume for the respective class of shares in the relevant six-month period was at least 0.5% of all issued shares of the relevant class and that the trade of shares was conducted on more than 1/3 of trading days on a monthly level; • the book value or the appraised value of the shares of a public joint stock company, if the required trade volume has not been reached; or • the book value or the appraised value of the shares of a non-public joint stock company. The squeeze-out price is determined based on the share value on a date no more than three months before the date the decision on the squeeze-out was made, notwithstanding the accepted increase/ decrease resulting from the squeeze-out decision. If the squeeze-out decision results in the termination of
special benefits enjoyed by certain shareholders, such fact is taken into consideration when determining the share price. The clearing and settlement of share transfers under the squeeze-out is executed under the delivery-ver - sus-payment principle. If the squeeze-out concerns pledged shares that are subject to sale initiated by the pledgee, the CSD shall transfer the assets to the account of the CSD member that initiated sale upon the pledgee’s request. If the sale of the pledged shares that are subject to squeeze-out has not been initiated by the pledgee, assets shall be transferred to the account of the pledgor. If, however, pledged shares that are subject to squeeze-out cannot be dis - posed of due to a temporary injunction or a transfer prohibition, assets shall be transferred to the account In general, pursuant to Serbian law, unilateral com - mitments may be revoked, most of the time. On the other hand, pursuant to the Takeover Law, sharehold - ers may withdraw their shares at any time before the expiration of the takeover bid period. They may also withdraw their shares following the expiration of the deadline for the payment of shares by the bidder if the bidder has not paid for the shares in the speci - fied period of time. Shareholders cannot waive the right to withdraw their shares from the relevant deposit account, nor can the bidder invoke such a waiver. In M&A transactions conducted through takeovers, after acquiring the relevant number of voting shares that triggers an obligation to launch the takeover bid process, the bidder must publish the Notification of the Takeover Intent and submit such notification simultaneously to the relevant regulated market/MTF where the shares of the target company are traded, the CSD, the SEC and the target company, within two business days. The bidder must publish the Notifica - tion of a Takeover Intent in the same manner in which the actual takeover bid will be published. of the corporate agent of the issuer. 6.11 Irrevocable Commitments 7. Disclosure 7.1 Making a Bid Public
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