EU Inc Regulation, Chapters IV to VI

1. An EU Inc. mayshall apply to register a branch in another Member State through the EU central interface by using theby filing the harmonised application form referred to in Article 38 and within the deadlines and cost ceiling in accordance with Article 16(2).either:

(a) through the EU central interface, or

(b) fully online with the national business register of the other Member State.

(c) Within 48 hours from the submission of the form excluding weekends and public holidays, the national business register and competent authorities shall carry out preventive controls and checks and accept, reject or extend the timeline in accordance with Article 14(2a) (mutatis mutandis). The cost ceiling laid down by Article 16(2a) shall apply.

2. An EU Inc. may register aFor the purposes of registration of the branch in another Member State fully online with the national business register of that Member State, using the application form referred to in Article 38, in accordance with Article 28a (6) of Directive (EU) 2017/1132., the preventive controls and checks shall verify:

(a) that the name of the EU Inc. branch complies with the requirements of this Regulation;

(b) the identity of the director or directors in accordance with Article 38(2);

(c) that the information contained in the harmonised application form referred to in Article 38 is accurate.

3. The exchange of information about the registered branch between the business register of the branch and the business register of the EU Inc. shall be carried out in accordance with Article 28a (7) of Directive (EU) 2017/1132.

1. AnA harmonised application form shall be used for the registration ofall applications to register a branch of an EU Inc. in another Member State through the EU central interface and with the national business register. It shall be digital, machine readable and shall collect information as structured data.

2. The application form shall be electronically signed by athe director or directors authorised to do so in accordance with Article 43(2) of the EU Inc. identified through electronic identification means with assurance level high in accordance with Regulation (EU) 910/2014 or Business Wallets referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets].

3. The application form shall include the information referred to ofin Article 40 (2)40(2), point (b)(a), as well as specific information needed for: issuing the tax identification number (TIN) and, where relevant, the VAT identification number, for the branch.

(a) issuing the tax identification number, TIN for the branch;

(b) issuing the VAT identification number for the branch.

(c)3a. The business register registering the branch shall automatically retrieve from BRIS and on the basis of the EUID the information about the EU Inc. referred to in point Article 40 (2)40(2), point (a)(b).

4. The EU Inc. registering the branch shall not be required to provide any information and documents relevant for the branch registration procedure that are available in BRIS.

1. Following the registration ofOnce it has registered a branch of an EU Inc., with the business register, that company, the business register shall immediately exchangeshare, in digital form, the following the information about the EU Inc., and the branch submitted as part of the application form, as well as other relevant information available in that business register and through BRIS, including the EUID allocated to the branch, to the public authorities in charge of issuing the TIN and the VAT identification number and the beneficial ownership register. That business register shall also exchange in digital form the information about thethat EU Inc. company and itsand the branch with the social securityfollowing authorities. of the Member State of registration:

(a) essential company information about that EU Inc. branch, such as the name, registered office and EUID shall be shared with the public authorities in charge of issuing the TIN and the VAT identification number, with the beneficial ownership register, and with the social security authorities; and

(b) the information necessary for the purposes of issuing the tax identification number (TIN) and, where requested by the EU Inc., the information relevant for the purposes of issuing the VAT identification number, point (c), shall be shared with the public authorities in charge of issuing those numbers.

2. The EU Inc. company and its branch shall not be required to provide anythe information available in the business register of the branch, available through BRIS or included in the application form,referred to in paragraph 1 to the public authorities and the beneficial ownership register referred to in paragraph 1. The first subparagraph shall apply to information relevant for the purposes of issuing the VAT identification number only where the EU Inc. company requested a VAT identification number in its application to register the branch.

3. Upon receipt of the information referred to in paragraph 1, the public authorities responsible for issuing the TIN shall issue it, in accordance with Union and national law, toThe cross-border branch of the EU Inc. shall obtain the TIN andbranch digitally and without undue delay. Where requested by the EU Inc. in its application, the authorities responsible for issuing the VAT identification number from the authorities in charge of issuing them electronicallyshall issue it, in accordance with Union and national law, to the EU Inc. digitally and without delay. Neither the EU Inc. company nor its branch shall be required to submit a separate application to those public authorities orany separate application; nor shall they be required to provide them with additional information unless it cannot be retrieved elsewhere and is strictly necessary for the purposes of issuing the VAT identification number.

4. The business register referred to in paragraph 1 shall transmit to the public authorities referred to in paragraph 1, automatically and digitally, any changes to the information about anthe EU Inc. or its branch that those public authorities have received in accordance with paragraph 1, point (a).

1. Information and documents about a branch registered by an EU Inc. which is governed by the law of another Member State shall be publicly available in the business register of the branch in accordance with Article 16 (3) to (6) of Directive (EU) 2017/1132 and through BRIS.

2. The compulsory disclosure shall cover the following information only:

(a) about the branch:

i. the name of the branch;

ii. the address of the branch composed of the street name, street number, city, postal code and Member State where it is registered;

iii. the activities of the branch; iv. the appointment and information about the persons who are authorised to represent the company in dealings with third parties and in legal proceedings as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers;

(iva) the closure of the branch;

(b) about the EU Inc.:

i. the business register of the EU Inc.;

ii. the name of the EU Inc.;

iii. the legal form of the EU Inc.;

iv. the registered office of the EU Inc.;

v. the registration number of the EU Inc.;

vi. the EUID of the EU Inc.;

vii. the appointment and information about the persons who are authorised to represent the company in dealings with third parties and in legal proceedings as a company organ constituted pursuant to law or as members of any such organ, in accordance with the disclosure by the company as provided for in Article 25;

viii. the winding-up of the EU Inc., the appointment of liquidators, information concerning them and their powers and the termination of the liquidation in accordance with disclosure by the EU Inc. as provided for in Article 25;

ix. insolvency proceedings, arrangements, compositions, or any analogous proceedings to whichin accordance with disclosure by the EU Inc. is subjectas provided for in Article 25;

x. the closure of the branch.

3. The automatic exchange of information between the business register where the company is registered and the register of the branch under Article 30a of Directive (EU) 2017/1132 shall apply to the changes of information about the EU Inc.

4. The automatic exchanges of information between the business register where the company is registered and the register of the branch under Articles 20, 28c and 34 of Directive (EU) 2017/1132 shall apply mutatis mutandis to EU Inc. companies and their cross-border branches.

1. The articles of association shall lay down the rules concerning the organisation of the EU Inc. company and the conditions under which it is managed in accordance with this Regulation, including its Annex I.

2. The company shall have a board of directors, which shall be responsible for the management of the company. The board of directors shall consist of one or more natural persons (directors). At least one of the directors shall be resident in the Union.

3. The board of directors may exercise all the powers of the company that are not required, by the applicable rules in accordance with Article 4Articles 4 and 12, to be exercised by the general meeting or by another statutorycompany body.

4. The general meeting shall have the power to appoint and dismiss directors at any time and to approve the annual accounts and to exercise other matters specified in this Regulation and in the articles of association. However, where an EU Inc. company has a supervisory board, that board shall have the power to appoint and dismiss some or all directors where the articles of association so provide or where the applicable employee participation rules so require. The articles of association may empower the general meeting mayto give instructions to the board of directors. Those instructions shall be binding on the board of directors, unless they are contrary to the applicable rules in accordance with Article 4.

4a. Decisions of the board of directors shall be taken by consensus unless otherwise provided in the articles of association.

1. The EU Inc. company shall be represented by its directors. If the EU Inc. company has several directors, they shall represent the company jointly and shall be referred to as ‘co-directors’.

2. The articles of association may provide, or the general meeting may decide, that, where the company has several directors, all or certain directors represent the company individually or jointly with other directors. Such limitation of the power of representation may only be relied upon against third parties where it is made publicly available in accordance with Articles 25 and 2726.

3. OtherAny limitations on the powers of representation of the directors arising from the articles of association or from a decision of a statutoryby the general meeting or by another company body may not be relied upon against third parties.

3a. Declarations, documents, or notifications addressed to the EU Inc. company may be validly served upon any director. Service made to any director shall be deemed effective against the company, regardless of whether the articles of association or the general meeting provide for joint or individual representation in accordance with paragraphs 1 and 2.

4. Acts done by the directors shall be binding upon the EU Inc. company shall be bound by the acts performed by its directors, even whereeven if those acts are beyond the scope of itsnot within the object of the company, unless such acts exceed the powers that the law confers or allows to be conferred on those directors.

5. The directors may delegate any of their powers to individuals who, in exercising the delegated powers, shall adhere to any legal obligations imposed on directors.

1. Without prejudice to further obligations that may apply in specific situations, a director shall have the duty to always act:

(a) in accordance with the company’s articles of association;

(b) in good faith and in the best interests of the company;

(c) with reasonable care, skill and diligence.

2. A director shall be liable to the company for any act or omission in breach of a duty deriving from this Regulation, the articles of association or a resolution of the general meeting which causes loss or damage to the company.

3. A director shall not be liable to the company:

(a) for any damage or loss incurred by the company resulting from a business decision provided that he or she acted in good faith, exercised the care that a reasonably diligent and prudent persondirector would useexercise, and had the reasonable belief that he or she was acting in the best interests of the company;

(b) for any damage or loss incurred by the company resulting from an action taken based onstrictly in accordance with a lawful resolution of the general meeting.

A director who seeks to rely on points (a) or (b) shall bear the burden of proof. In assessing the business decision referred to in point (a), the court shall assess matters as they stood at the time of the decision.

3a. Where two or more directors participated in the same breach of duty, they shall be jointly and severally liable to the company.

A director who has compensated the company beyond his or her share of responsibility shall have a right of recourse against the other liable directors in proportion to their respective contribution to the breach.

3b. A director shall not be liable for a decision adopted by the board of directors where that director:

(a) voted against the decision and formally objected to it in writing without undue delay; or

(b) was absent for justified reasons and, upon becoming aware of the decision, formally objected to it in writing without undue delay.

3c. For the purpose of this Article, a person who occupies the position of director of a company but who has not been formally appointed as such director (de facto director) or a person in accordance with whose directions or instructions the directors are accustomed to act (shadow director) shall be subject to the same duties and liability as a director.

4. The liability of directors, if any, towards the company, the shareholders and third parties shall be further governed by the applicable national law.

1. Unless otherwise provided in the articles of association, A director shall inform the board of directors or, in the event of a sole director that is not at the same time the only shareholder, the general meeting, of any matter that may involve a conflict of interest between the director’s own interest and the company’s interest.

1a. Where all directors are implicated by a matter as referred to in the first subparagraph, they shall instead inform the general meeting or, if so provided by the articles of association, the supervisory board.

2. A director shall refrain from taking part in a decision relativerelating to a matter in which he or she has a conflict of interest, unless the general meeting or the articles of association havehas authorised the director to take part in such decision. The articles of association may establish further rules or information requirements in this respect and may empower any supervisory board to grant such authorisations. Any such authorisation by the general meeting or supervisory board shall state the reasons as to why the participation of the director concerned does not compromise the interests of the company.

-1. When the EU Inc. company is negotiating a transaction with a director or a shareholder of the company, a person acting in his or her own name but on behalf of a director or shareholder, or a close member of the family of a director, the director or shareholder concerned shall disclose the draft to the board of directors before signing. This requirement shall not apply to transactions entered into in the ordinary course of business and concluded on normal market terms.

1. The articles of association may further provide for, inter alia, the following:

(a) requirerequirements that certain or all transactions between the EU Inc. company and all or certain directors, shareholders or related parties are approved by or brought to the attention of the board of directors, the general meeting or of the directors or shareholders not involved in those transactions;

(b) specifyspecification of related party transactions that, due to their purpose, price or any other feature of the transaction, are deemed to conflict with the EU Inc. company’s best interests and shall not be concluded.

2. When a transaction is concluded with a director or a shareholder in breach of paragraph - 1 or of the relevant provisions of the articles of association adopted pursuant to paragraph 1, that director or shareholder concerned shall be liable for any damage caused to the EU Inc. company as a result of that transaction.

3. In case an EU Inc. company is a single-member company, contracts between the sole membersingle shareholder and the company as represented by that sole membersingle shareholder shall be drawn up in writing, except for contracts related to current operationsentered into in the ordinary course of business and concluded underon normal conditionsmarket terms.

3a. The board of directors shall make an annual statement listing all related party transactions entered into or continued during the financial year, and submit it to the shareholders.

1. The general meeting and, meetings of the board of directors and meetings of other company bodies may be held fully online or in hybrid form. Member States shall not impose any requirements or conditions restricting the ability to hold meetings and vote by electronic means.

2. The board of directors shall determine the electronic communication means to be used.

3. In case of online and hybrid general meetings, the EU Inc. company shall ensure that shareholders are able to:

(a) attend and participate in the meeting in real-time;

(b) exercise their voting rights;

(c) be identified by electronic means considered valid by the board of directors to ensure the authenticity of the participation.

1. Decisions of shareholders shall be adopted at the general meeting, unless all shareholders agree or the articles of association provide that decisions may be adopted without a meeting by means of written resolutions or all shareholders agree in writing to cast votes in writing. The articles of association may establish further rules on the manner for adopting such resolutions, insofar as consistent with this Regulation.

2. A written resolution is passed when the required quorum and majority of shareholders holding eligible votes has signed it. The majority required shall be the same as that required for a decision adopted at a general meeting.

3. Written resolutions may be adopted by electronic means provided that:

(a) the text of the proposed resolution is sent or made available digitally to all shareholders allowing for reasonable time to respond;

(b) their consent is expressed in a durable and verifiable manner (including by simple digital exchange); and

(c) the identity of the persons expressing consent can be reliably established.

4. Written resolutions adopted in accordance with this Article shall have the same legal effect as decisions adopted at a general meeting.

5. In case an EU Inc. company is a single-member company, decisions adopted by the solesingle shareholder exercising the powers of the general meeting shall be drawn up in writing.

1. The general meeting shall be duly constituted, and so have a quorum, where the for shareholders’ decisions shall be constituted by the holders of a simple majority of holding more than half of the total voting rights attached to the shares entitled to vote,of the EU Inc. company are present or represented at the meeting, unless the articles of association provide otherwisefor a different quorum.

1a. If the general meeting convened has no quorum, a subsequent meeting may be convened in accordance with Article 47a with the same agenda. In addition to the information referred to under Article 47a(4), the convocation for the subsequent meeting shall indicate the date and the results of the previous meeting. At the subsequent meeting, the shareholders may validly deliberate and adopt resolutions regardless of the proportion of voting rights attached to the shares of the EU Inc. present or represented.

2. Shareholders’ decisions shall be adopted by a simple majority of the votes cast, unless the articles of association provide otherwisefor a higher majority.

3. Amendments to the articles of association shall be adopted by a qualified majority of at least two-thirds of the votes cast at the general meeting, unless the articles of association provide otherwisefor a higher majority. In case an amendment increases the financial commitments or liability of a shareholder, such an amendment shall also require the express consent of that shareholder.

3a. By way of derogation from paragraphs 2 and 3, additional or special voting thresholds apply in certain cases pursuant to Article 51.

3b. In the specific cases laid down in Articles 67(9), 71(4), 75(6) and 77(4), the board of directors may amend the articles of association in accordance with a prior authorisation of the general meeting.

1. Where a decision of the general meeting or of the board of directors would modify or alter the specific rights, preferences, or privileges attached to a class of shares, such decision shall not take effect without the approval of the holders of that class.

2. Unless otherwise provided in the articles of association, The following events shall, amongst otherothers, be deemed to modify or alter the specific rights of a class of shares:

(a) reducing the nominal value of the shares (if any) or the dividend rights of that class;

(b) altering the order of priority for distribution of profits or liquidation proceeds;

(c) creating a new class of shares having rights superior to the rights attached to an existing class.

3. Unless the articles of association provide otherwisefor a higher majority, the approval referred to in paragraph 1 shall require the qualified majority of two-thirds of the votes cast within the impacted class of shares.

1. Upon application by A shareholder of an EU Inc. company, the competent court shall order the EU Inc. and the other shareholders to acquire that shareholder’shave the right to withdraw from the company, against payment of the fair value of his or her shares, if it finds that the company’s affairs are being or have been conducted, or the powers of its directors are being or have been exercised, in a manner oppressive to him or herthat unjustly and grossly harms the interests of that shareholder. The articles of association may provide for further grounds for withdrawal of a shareholder.

The application referred to in paragraph 1 shall be filed against the EU Inc.A shareholder that wishes to withdraw from the company shall notify the board of directors of his or her request and its groundsand all other shareholders.

3. Where the competent court finds in favour of the applicant, the EU Inc. companyUpon receipt of a notice of withdrawal, the board of directors shall, on the account of the otherwithout undue delay, inform all shareholders thereof and submit a proposal for a resolution of the general meeting on the redemption ofand in proportion to the number of shares they hold, purchase the shares held by the applicant at aof the withdrawing shareholder. The proposal shall specify the redemption price, which shall be equal corresponding to the fair value of the shares of the withdrawing shareholder as determined by the court on the date of service of the application referred to in paragraph 1board of directors. The court shall also specify the period within which the share price is to be paid to the outgoing shareholder, together with interests accrued from the date of service of the application.

4. The EU Inc. and the other shareholders are jointly and severally liable for the paymentgeneral meeting shall vote on the redemption of the shares of the withdrawing shareholder within 30 days of the share price referred to in paragraph 3shareholder submitting his or her notice of withdrawal. The withdrawing shareholder shall not be entitled to participate in the vote.

4a. If, within 30 days of the shareholder submitting his or her notice of withdrawal, the general meeting of the EU Inc. company has not voted to redeem the shares of the withdrawing shareholder, the withdrawing shareholder may, within 60 days of the expiry of that period, apply for the redemption of his or her shares with the competent court.

Where the court holds that the grounds for withdrawal set out in paragraph 1 or the articles of association apply, the court may order the EU Inc. company to redeem the shares of the withdrawing shareholder.

4b. Where the general meeting votes in favour of redemption in accordance with paragraph 4 or where the competent court has ordered the redemption in accordance with paragraph 5, the company shall redeem the shares of the withdrawing shareholder in accordance with Article 76(4).

4c. Where the board of directors refuses to redeem the shares of the withdrawing shareholder in accordance with Article 76(4), point (b)(ii), it shall redeem them at the earliest possible date on which redemption in accordance with Article 76(4) is possible. No distribution, acquisition of own shares or redemption of other shares may be carried out until the shares of the withdrawing shareholder have been redeemed.

4d. If the withdrawing shareholder disputes that the proposed redemption price equals the fair value of his or her shares, the redemption price shall be determined based on a valuation carried out by an independent expert appointed by agreement between the withdrawing shareholder and the EU Inc. company. Failing such agreement, the withdrawing shareholder may request the competent court or administrative authority to appoint an independent expert to carry out the valuation of his or her shares. The independent expert shall be allowed access to the company’s documents and records and to require information from the board of directors for the purpose of the valuation. The remuneration of the expert shall be paid by the company.

4e. This Article shall not apply where the shares of an EU Inc. company are admitted to trading on a multilateral trading facility or regulated market.

1. The shares of the EU Inc. shall be dematerialised and recorded intoin a digital register of shares in accordance with Article 54. The registration of shares into the digital register of shares shall have constitutive effect and evidence the ownership of the shares. It shall be binding vis-à-vis the company.

2. The articles of association may provide that shares are issued, recorded and transferred using distributed ledger technology or other digital solutions.

3. The EU Inc. company shall not have bearer shares.

1. Every EU Inc. shall, once registered, create upon registration and maintain an up-to-date digital register of shares, ensuring. It shall ensure the integrity and security of the register, which shall contain at least the following information:

(a) the identity andfull name (or name in the case of a legal person), Tax Identification Number (TIN), personal or professional address, and email address of all of the shareholders;

(b) the identifier assigned for each share;

(ba) the percentage of the total number of shares, the percentage of the total voting rights and, in the case of par value shares, the percentage of the total capital, held by each shareholder;

(c) if shares have a nominal value, their nominal value;

(d) the date of subscription of each share;

(e) if applicable, that the share is redeemable;

(f) the amount of each consideration in cash, if any, paid or to be paid, by the shareholder concerned;

(g) the value and nature of each consideration in kind, if any, provided or to be provided by the shareholder concerned;

(h) the date of acquisition of transferred shares;

(i) the sequence number assigned to each share transfer;

(j) where there are multiple classes of shares, the class of each share;

(k) where a share is owned by more than one shareholder, identity andthe full name (or name in the case of legal persons), personal or professional address, and email address of a common representative;

(l) if any, the information about encumbrances, pledges, or restrictions on the shares and the name of their beneficiaries.

1a. The EU Inc. may entrust the creation and maintenance of the digital register of shares referred to in paragraph 1 to a third-party service provider. The EU Inc and its directors shall retain sole responsibility for fulfilment of the obligations laid down in this Chapter and shall remain liable for any breach thereof.

2. The digital register of shares shall be accessible to any shareholder and any other interested party with a legitimate interest, in accordance with Regulation (EU) 2016/679.:

(a) the shareholders, in order to exercise their corporate rights as laid down;

(b) public authorities where carrying out their tasks in accordance with Union or national law; and

(c) other interested parties who demonstrate a legitimate interest.

Any access to personal data pursuant to this paragraph shall be limited to what is strictly necessary and proportionate to the specific purpose of the access. In particular, shareholders and other interested parties shall not have access to the TIN or personal addresses referred to in points (a) and (k) of paragraph 1. No fee may be charged for access.

3. At the request of a shareholder and after each transfer of shares, the EU Inc. company shall deliver, without undue delay, a digital share certificate to the new shareholder. The digital share certificate shall confirmevidence the entitlement of that person to the status of a shareholder.

4. The digital share certificate shall contain the following elements:

(a) an excerpt from the digital share register regarding all the information specified in paragraph 1 concerning the ownership of the shareholder requesting the certificate,

(b) the main legal information concerning the EU Inc., including at least its registered office, its EUID and the total number of its shares,

(c) a digital timestamp providing a certain date for the entry in the register,

(d) a statement regarding any recorded encumbrances, pledges, or restrictions on the shares. Member States shall not impose any additional requirements concerning the minimum content or form of the digital share certificate.

5. The digital share certificate shall be dated using a qualified electronic time stamp, and sealed using a qualified electronic seal or signed using qualified electronic signature by the company or a member of the board of directors, or a person authorised by the board of directors, in accordance with Regulation (EU) No 910/2014 or Business Wallets referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets].

The digital share certificate may be compatible with the European Digital Identity Wallet [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets].

5a. Any rectification of the data recorded in a digital register of shares in cases of manifest errors, technical errors, fraud, or where the company fails to record a validly executed transfer, shall be carried out in accordance with national law.

1. All shares in the EU Inc. company shall carry equal rights and obligations unless otherwise provided in accordance with paragraph 2. Shareholders in the same position shall be afforded equal treatment by the EU Inc. company.

2. The articles of association may provide for multiple classes of shares with non-identical rights and obligations attached to them. Shares carrying the same rights and obligations shall constitute one class. The articles of association may also establish whether sub-division or consolidation of shares is prohibited and any applicable requirements.

3. The rights and obligations referred to under the first subparagraph may amongst other include preferences in the distribution of profits or liquidation proceeds, veto rights, multiple voting rights, the exclusion of voting rights, other specific governance rights for certain classes of shares, and obligations or rights related to the transfer of shares.

1. Shareholder rights related to a share shall take effect upon entry of the information listed in Article 54(1) into the digital register of shares.

2. If several persons hold a share jointly, they shall appoint a common representative to exercise shareholder rights in the company. The co-holders of a share continue to be jointly and severally liable for the commitments attached to this share.

3. The EU Inc. company shall provide shareholders with sufficient information regarding the items on the agenda of the general meeting prior to that meeting.

4. Every shareholder shall have the right to ask questions related to items on the agenda of theShareholders have further rights laid out throughout this Regulation, including in Articles 47a-48 regarding general meetingmeetings. The company shall answer such questions, provided that the disclosure of the requested information is not deemed by the board of directors to cause material damage to the company or to be contrary to law.

5. Unless otherwise provided in the articles of association may provide that certain or, all shareholders shall be entitled to examine the financial books of the company at their requestfrom the date on which the the general meeting called to approve the annual accounts is convened until the date of that meeting.

6. Shareholders holding at least one-tenth (1/10) of the number of shares may at any time request the competent court or administrative authority to appoint an independent expert to carry out an investigation on suspicions of a material breach of law or of the articles of association by the company. The request shall state the specific grounds for suspicion and the purpose of the investigation.

The articles of association may grant the right set out in subparagraph 1 to individual shareholders or to shareholders holding less than one-tenth of the number of shares.

7. The competent court or administrative authority shall determine the scope of the investigation referred to in paragraph 6. The expert shall be allowed access to the company’s documents and records by the company and to require information from the board of directors for the purpose of the investigation. The expert shall submit a report on the result of the investigation which shall be made available to all shareholders. The report shall not include trade secrets or sensitive commercial information.

8. The remuneration of the independent expert referred to in paragraph 6 shall be paid by the company. The articles of association may provide that shareholders requesting an investigation shall reimburse the company for the remuneration where the report does not establish any material breach of law or of the articles of association.

1. One share shall always carry one vote unless otherwise provided in the articles of association.

2. A shareholder may not vote differently on the same item in a general meeting agenda using different shares, unless otherwise provided in the articles of association.

3. A shareholder’s shares shall not carry a vote on any resolution concerning the release of that shareholder from a liability or the enforcement by the company of a claim against that shareholder. They shall also carry no vote on any resolution concerning a transaction between the company and that shareholder, unless otherwise provided in the Articles of Association may provide that a share carries no voting rights or that a share does not carry a vote in certain matters dealt with by the general meeting.

3a. The articles of association may further provide that a share does not carry a vote in certain matters dealt with by the general meeting or that a share carries no voting rights.

4. In a matter where a share does not carry a vote as referred to in paragraph 3, that share shall not be taken into account when calculating the quorum and majority required for a decision of the general meeting.

1. Shares in the EU Inc. shall be freely transferable unless otherwise provided by the articles of association.

2. The transferee and the transferor shall be jointly liable to the company for any consideration for shares that is still outstanding at the time of transfer.

2a. Any payment for shares shall be made through a payment services provider, a financial institution or a credit institution. [DQL to add to definitions: 'payment services provider' is as defined in Article 4, point (11), of Directive (EU) 2015/2366, and financial and credit institutions are as defined in Article 2(1), points (5) and (6), of Regulation (EU) 2024/1624].

1. The transfer of shares and the registration of a transfer of shares in the digital register of shares mayshall be concluded fully online in accordance with this Article. Member States shall not impose any requirement or condition restricting the ability to conclude such transfers or registrations of transfers fully online.

2. Member States shall not impose any requirements or conditions restricting the ability to conclude the transfer of shares and the registration of a transfer of shares fully online.

3. The transfer of shares shall be deemed to be valid through an agreement sealed using a qualified electronic seal or signed using qualified electronic signature within the meaning of Regulation (EU) No 910/2014, including through the European Business Wallets as referred to in [POmay be concluded either: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets].

(a) through an agreement sealed using a qualified electronic seal or signed using qualified electronic signature within the meaning of Regulation (EU) No 910/2014, including through the European Business Wallets as referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council on the establishment of European Business Wallets]; or

4.(b) where a party is unable to provide a qualified electronic seal or a qualified electronic signature referred to in sub-paragraph 1point (a), the transfer may be concluded via an advanced electronic signature or advanced electronic seal within the meaning of Regulation (EU) No 910/2014, provided that it is accompanied by evidence of identity verified through a qualified trust service provider within the meaning of Regulation (EU) No 910/2014.

5. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid or to be registered.

6. The transfer of shares shall only become effective vis-à-vis the company once it has been recordedregistered in the digital register of shares. Both parties to the share transferThat registration shall notify the share transfer to the EU Inc. company in writing through digital means and submit the signed agreement along with the information specified in Article 54(1).follow the following procedure:

(a) Both parties to the share transfer shall notify the share transfer to the EU Inc. company in writing through digital means and submit the parts of the signed agreement necessary to evidence their agreement to transfer the shares and to enable the review referred to in point (b), along with the information specified in Article 54(1);

7.(b) Upon receipt of a complete notification of a share transfer as referred to in point (a), the EU Inc. company shall review the documentation to verify the legal title of the transferor to transfer the share and, compliance with the company’s articles of association., and that the payment was made in accordance with Article 58(2a);

8.(c) The EU Inc. company shall register the transfer in its digital register of shares or inform the parties to the agreement on the grounds for refusing the registration Within three working days of receiving the complete notification under paragraph 4point (a), the EU Inc. company shall either:

(i) register the transfer in its digital register of shares and issue a digital share certificate to the new shareholder, if the transferor had legal title and the transfer complied with the company's articles of association; or

(ii) inform the parties to the agreement of the grounds for refusing the registration, if the transfer lacked legal title or the transfer violated the company's articles of association.

9. The EU Inc. company shall issue a digital share certificate to the new shareholder immediately upon registering the transfer in the digital register of shares.

10. Any rectification of the data recorded in a digital register of shares in cases of manifest errors, technical errors, fraud, or where the company fails to record a validly executed transfer shall be carried out in accordance with national law.

10a. After each transfer of shares, the EU Inc. company shall, without delay, notify the tax authority of the Member State where its registered office is located of the identity and TIN of the parties and the information referred to in Article 54(1), point (b). This requirement is without prejudice to any obligation, under national law, incumbent on one or both parties to the transaction, to file tax declarations or submit supporting documentation regarding the transfer to the competent tax authority.

10b National law shall apply to any transfer of shares not involving a transaction, such as in cases of inheritance or civil or criminal forfeiture.

1. Member States shall not prohibit an EU Inc. company from seeking admission to trading of its shares on a multilateral trading facility, provided that the company complies with the applicable requirements under Union and national laws.

2. An EU Inc. company may seek admission to trading of its shares on a regulated market where Member States provide for that possibility in their national legislation and subject to compliance with the applicable requirements under Union and national laws. In the case of cross-border listing, both Member States must have provided for the possibility of EU Inc. companies to seek admission to trading.

2a. Where the applicable requirements referred to in paragraphs 1 and 2 conflict with a provision of this Regulation, those applicable requirements shall prevail. In particular, Articles 53-54, 56(1) and 58-59 shall not apply insofar as inconsistent with applicable requirements regarding the use of a central securities depository, institutional intermediary or distributed ledger technology-based market infrastructure recognised under Union law. However, the applicable requirements referred to in paragraphs 1 and 2 may not require the EU Inc. to change into another legal form.