Investment Restriction for Corporations

Any deviation from the main corporate purpose to invest in other businesses requires authorization by the Board of Directors.
This authorization must be approved through a resolution by stockholders holding at least two-thirds of the voting power.
A stockholders' meeting must be called specifically for the purpose of voting on this resolution.
Notice of the meeting must be given to all recorded stockholders, regardless of voting eligibility.

Stockholders who do not consent to the investment decision have the right to object in writing within forty days from the date of the resolution.
Such dissenting stockholders may demand payment for their shares based on their fair value at the time of the corporate action.

In case the corporation and the dissenting stockholder fail to agree on the value of shares, the value will be determined by three disinterested appraisers:
- One appraiser named by the stockholder.
- One appraiser named by the corporation.
- A third appraiser chosen by the two appraisers selected.
The appraisers’ valuation is final and binding.
The corporation is prohibited from proceeding with the investment until full payment of the award has been made to the dissenting stockholder within thirty days.

Aside from civil remedies available to dissenting stockholders, directors who violate this provision are subject to criminal prosecution as specified under section 1917 of the Corporation Law.

Once payment of the agreed or appraised value is made, the dissenting stockholder must immediately transfer and assign their shares as directed by the corporation.