Article 2:201a Acquisition of minority shareholders – 1. Any person who, as a shareholder, has provided at least 95% of the issued share capital to the private limited company (“besloten vennootschap”) on his own account and can exercise at least 95% of the voting rights at its general meeting may assert against the other shareholders a legal right to transfer his shares to him (the applicant). The same applies where two or more companies in the group jointly provide that part of the issued share capital and can jointly exercise that part of the voting rights and together claim a legal right to transfer the shares to one of them. – 2. The Business Chamber (“Ondernemingskamer”) of the Amsterdam Court of Appeal rules at first instance on a right within the meaning of the preceding paragraph. Their decision can only be appealed in cassation. – 3. Where one or more of the defendants are in non-appearance, the Tribunal shall verify for itself whether the applicant or applicants fulfil the conditions laid down in paragraph 1. – 4. The Tribunal rejects the right in favour of all the defendants if one of the defendants, despite compensation for the transfer, would suffer serious material damage*) or if one of the defendants holds a share to which the special rights under the statutes are subject with regard to the exercise of control in the company or if the applicant has waived his right to one of the defendants: to assert the right previously invoked. – 5. If the Tribunal finds that paragraphs 1 and 4 do not preclude the grant of the right, it may order that one or three experts report on the value of the shares to be transferred. Article 2.350(3), first sentence, and Articles 2.351 and 2.352 shall apply.
The court shall determine the price of the shares to be transferred on the basis of their value on a specified date fixed by the court. To the extent that the fixed price has not been paid, that price shall be increased with an interest rate equal to the statutory interest, which runs from that day until the day of the transfer; Distributions on shares due during this period are used on payday for partial payment of the price. – 6. Where the court allows the right, it shall order the party who filed the legal right to acquire the shares to pay the fixed price with interest to those to whom the shares belong or will belong [such as heirs or buyers] against the supply of the shares not debited by those persons. The Court shall decide on costs in so far as it considers it appropriate. No procedural costs may be imposed on a defendant who is late. – 7. When the court decision on the transfer of the shares has become final and binding, the party who has asserted the legal right to acquire the shares must inform the holders of the shares to be transferred in writing, the address of which he knows of the date and place of payment and the price to be paid.
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