Donation and sale of shares

Prior consent of the company to transfer the shares

Dear shareholders.

The stock certificates, issued by Železiarne Podbrezová a. s. (thereinafter referred to as "shares"), can only be donated or sold (transferred) with the prior written consent of Železiarne Podbrezová a. s.

A shareholder shall ask the company for granting the prior consent to transfer the shares by sending or submitting a written application.
For the form sample, see Forms and Samples section.

The Board of Directors of the stock corporation makes a decision concerning the application in its first session, following the receipt of the application. The Company shall notify the shareholder in writing of its agreement or disagreement to the transfer of shares.

The Board of Directors may refuse to grant the consent for the following reasons, as set forth in the Articles of Association:
a) if the person to acquire shares conducts business in steelmaking, machinery or steel industry; or
b) the person to acquire shares is controlled by a person under Point a) or a person under Point b) is controlled by or is directly or indirectly controlled by the same person as that under Point a); or
c) if the person to acquire shares acts in consensus with a person referred to in Point. a) or Point b); or
d) the person to acquire shares would have become a shareholder after acquisition of the shares at the nominal value reaching or exceeding 5%, 33%, 50%, 66% or 95% of the company fixed assets; or
e) the person to acquire shares does not meet the conditions determined by legal regulations or the Articles of Association to acquire the rights and obligations of a shareholder; or
f) in case that the person to acquire shares joins the company, the company legitimate interests would have been put under threat or prejudice; or
g) if the dispute is who has the right to transfer shares of the company covered by the application for the prior consent to the transfer of the shares; or
h) if the transfer of the company which shares covered by the application for the prior consent to transfer the company shares could have a negative impact on the value of other company shares; or
i) if there is a suspicion that the transfer of the shares covered by the application for granting the prior consent to transfer the company shares could aim or result in harm to the company rights or property or any of its shareholders.

Failure of the company to grant the consent to transfer the shares, it shall redeem the shares from a shareholder at a price commensurate with their value. In this case, a shareholder may ask the company to redeem the shares within 30 days of receipt of the written decision not to approve the transfer of the shares. Otherwise, this right expires.

The prior consent of the company is also necessary to create a right of lien on shares. The above procedure shall apply to grant the consent in an appropriate manner.

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