2. Denomination of the Equity Capital into EURO
Denomination must be carried out while preserving the existing proportionality among the shareholders of the capital company and minimising amendments to the equity capital. The equity capital of a capital company consists of the number of shares of the equity capital multiplied by the nominal value of a share of the equity capital.
Requirements:
- the amount of the equity capital must be expressed in EUR. The nominal value of a share may not be less than one cent;
- when recalculating the nominal value of one share, the established euro exchange rate must be applied;
- the recalculated amount shall be rounded down;
- if a certain amount remains from each share of the equity capital, it shall either be paid out to the shareholders of the company in proportion to the shares of the equity capital held by them or transferred to the reserves of the capital company;
- only such value may be transferred to reserves or paid out to shareholders that, at the existing nominal value, cannot be expressed in new shares while preserving the proportionality among shareholders;
- the denomination must not result in a reduction of the extent of a shareholder's rights. Accordingly, if the number of shares held by a shareholder before the denomination exceeds any of the specified thresholds that grant the shareholder particular rights (5%, 10%, 1/3 of the equity capital), the denomination must not result in that threshold being reduced (for example, from 10% to 9.99%);
- as a result of the denomination, the equity capital may be reduced by a maximum of 30% (for example, from LVL 1 to EUR 1); however, this may be done only if, at the specified nominal value of a share, new shares cannot be issued from the remainder while preserving the existing proportionality among shareholders.