Aplicación de la fase diseñar en Hotel Eurobuilding

Section 219.

(1) The private limited company may effect any disbursement from its own funds to a shareholder, on account of his membership, during the company's existence solely in the cases defined in this Act and only if the conditions set

out in the Accounting Act are satisfied, with the exception of the reduction of the share capital, from the taxed profit for the current year, or from the taxed profit from the current year supplemented with available profit reserves. No disbursement can be made if the company's equity capital - adjusted in accordance with the Accounting Act - is below its share capital or it would be reduced to drop below the share capital if the payment was made.

(2) The articles of association may contain provisions to require the management board to issue a written statement declaring that any disbursement made according to Subsection (1) shall not jeopardize the company's solvency or creditors' interests. The management board shall be held liable for any payment made due to its failure to make the statement or to making a false statement according to the general provisions pertaining to executive officers.

(3) Within the meaning of Subsection (1), any payment made in cash or otherwise shall be construed as a disbursement, with the exception of shares provided by the private limited company without compensation under Subsection (1) of Section 191 or Subsection (3) of Section 259.

(4) Any disbursement made in contradiction of Subsection (1) shall be repaid to the company if it is able to prove that the shareholder involved has acted in bad faith.

(5) With the exception of interest-bearing shares, private limited companies shall not pay any interest on their shares.

Section 220.

(1) Shareholders shall be entitled to receive a share from the private limited company's taxed profit that is available and has been ordered for distribution by the general meeting under Subsection (1) of Section 219 in the percentage consistent with the face value of their shares (dividend). Dividends shall be paid to the shareholders listed in the register of shareholders at the time the general meeting adopting the decision for the payment of dividends was held, unless another time is prescribed in the articles of association. The articles of association may contain a clause for dividends to be provided in cash or in kind. Shareholders shall be entitled to receive dividends only in the proportion of the capital contributions they have already paid up.

(2) In connection with the application of Subsection (1), the articles of association may stipulate specific rights or restrictions separately for each class of shares.

(3) The general meeting may adopt its decision upon the recommendation of the management board for the payment of dividends simultaneously with the approval of the annual report prepared pursuant to the Accounting Act. If the private limited company has a supervisory board, the prior consent of the supervisory board is required for the proposal of the management board.

Section 221.

(1) The general meeting of the company may adopt a decision for the payment of interim dividends between the approval of two consecutive annual reports prepared according to the Accounting Act, if the articles of association so provides and if:

a) according to the interim balance sheet prepared according to the Accounting Act, the company has funds sufficient to cover such interim dividends. However, such payments may not exceed the amount of profits earned after the closing of the books of the financial year to which the last annual report pertains, calculated in accordance with the Accounting Act, and the amount supplemented with the available profit reserves and the payment of such interim dividends may not result in the company's equity capital - adjusted in accordance with the Accounting Act - to drop below its share capital; and

b) if the shareholders agree to repay the interim dividend in the event of any subsequent reason arising with a view to Subsection (1) of Section 219 in the annual report prepared according to the Accounting Act on account of which no dividend can be paid.

(2) The articles of association may grant authorization to the management board to decide, subject to the prior consent of the supervisory board, on the payment of interim dividends in the stead of the general meeting.

Section 222.

(1) The provisions of Subsection (4) of Section 219 shall also apply where a shareholder receives any payment for reasons other than his membership, which are not permitted under Subsection (1) of Section 219, and which are otherwise incompatible with the principle of prudent management.

(2) A group of shareholders controlling at least five per cent of the voting rights and any creditor of the private limited company who has a claim that is not yet due at the time of disbursement and amounts to ten per cent or more of the subscribed capital may request, with the costs advanced, the court of registry to appoint an independent expert to examine whether such disbursement provides legal grounds for the application of Subsection (4) of Section 219. The provisions on judicial oversight proceedings shall apply to the above procedure of the court of registry.