2022 (All Reserved)
ifcceu.com
Group A
The shares belong to the Founding Partners. Group A shares cannot be transferred without the decision of the Executive Board. The approval of the new shareholders belongs to the Executive Board. It is 52% of the company's shares. The legal value of each share of the company is 5.000,00 Euros, the sale value of one share is 20.000,00 Euro, and the Group A Shares are at least 4 times the value of one share.
IFCC GmbH
Group Share Share Management
The transfer of the registered shares is made by the delivery of the endorsed shares to the transferee. In order for the transfer to be valid against the Company, it must be approved by the Board of Directors and recorded in the share register. Transfer of Company Shares, debiting or disposition transactions regarding any rights arising from these Shares, establishment of pledge and other same rights on the Shares and transfer of all kinds of rights related to the Shares are made in accordance with the provisions of this Executive Board; The said transactions made in violation of the provisions of this executive board shall be deemed invalid.
Restrictions on Transfer of Shares
In the transfer of B, C and D shares, excluding the Group A shares to be made by the shareholders among themselves or outside the company, a Shareholder, without the prior written consent of the other Shareholders, directly or indirectly, in line with those expressly permitted in accordance with the provisions of this Articles of Association, in the current and future ownership. It may sell, transfer, assign, pledge or encumber its Shares or its rights on them, partially or completely, as it wishes, or may establish any other rights on these Shares.
Group A Share transfer will take effect with the decision of the Board of Directors, and the Board of Directors is obliged to record a Share transfer realized within the framework of this article in the share book, and cannot refuse to accept any other transfer without giving any reason. All new Shareholders registered in the Share ledger must also sign the new version of this Articles of Association, which includes the necessary amendments. It is already committed by the Parties that this matter will be provided by the Shareholder who has transferred his Shares. The Board of Directors will not approve the transfer of shares unless this Articles of Association is signed by the new Shareholders.
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IFCC GmbH
Group Share Share Management Priority Purchase Right;
If a Shareholder wishing to transfer his Shares ("Transferring Shareholder") receives a bona fide offer to a third party wishing to acquire his shares, other than the paragraph regarding the Transfer of Shares, he shall give written notice ("Notice of Transfer") to the other Shareholders. Tugay Ayan Takeover Notice shall contain the terms and conditions of the offer with sufficient detail for the other Shareholders to understand that the offer made by the third party is true and in good faith. The Notice of Transfer shall mean that the Transferor Shareholder proposes the transfer of the relevant shares to other Shareholders in accordance with the terms and conditions written therein.
Within ten days from the notification of the Notice of Transfer, the Shareholder wishing to take over the proposed shares shall send a written notice of acceptance to the Transferring Shareholder ("Notice of Acceptance").
The Transferring Shareholder shall carry out the transfer of the shares as of the notification of the acceptance notice.
It will be completed in thirty days. If more than one Shareholder wishes to purchase the proposed shares, the proposed shares will be divided among the Shareholders wishing to buy, in proportion to the number of shares held by the respective Shareholders in the Company. In the event that none of the Shareholders send a Notice of Acceptance, the Transferring Shareholder may transfer the proposed shares to the relevant third party with the approval of the Board of Directors, provided that it is not less than the price specified in the Notice of Transfer and under conditions more favorable than the sales conditions.
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IFCC GmbH
Group Share Share Management
If the Transferring Shareholder fails to complete the transfer of the proposed Shares within three months from the date of the Notice of Transfer, this Priority Right to Purchase paragraph will be reapplied to subsequent transfers of the Offered Shares and the Transferor Shareholder will not be able to transfer the proposed Shares without completing the procedure set forth under this article. In the event that a Shareholder acquires Shares belonging to another group, the acquired shares will become shares belonging to the group of the transferring Shareholder. Shareholders shall vote to approve the aforementioned Share Transfer at the General Assembly, which will convene extraordinarily in order to amend this Articles of Association, as soon as possible and to reflect this change, and will officially begin other necessary transactions.
B, C and D Group shareholders cannot transfer shares to A-Group shareholders and their related companies to competitors and/or organizations.