Notesale: Turn your study into money

Document Preview

Extracts from the notes are below, to see the PDF you'll receive please use the links above

---

Preparation for the Annual Assembly Meeting

Subsection 4 - GENERAL MEETING OF SHAREHOLDERS
Part One - GENERAL PROVISIONS ON THE GENERAL MEETING OF
SHAREHOLDERS

Article (382) - General Meeting of Shareholders
(1) The shareholders shall exercise their rights as members of the company
at the general meeting of shareholders, unless otherwise stipulated by this law
...

(3) Members of the management body and supervisory board shall
participate in the operations of the general meeting of shareholders without having the
right to vote, unless they are shareholders
...

(2) The general meeting of shareholders shall elect a chairman of the general
meeting, an official to take the minutes and two shareholders to certify the minutes,
unless the minutes are taken by a notary
...

(3) In the event that the general meeting of shareholders passes resolutions,

which would have the effect of changing data which, pursuant to article 298 of this law,
are entered in the commercial register, the minutes shall be taken by a notary
...


Article (384) - Annual Meeting of Shareholders
(1) The annual meeting of shareholders shall be called by the management
body, no later than three months after the preparation of the annual accounts, the
financial statements and the annual report on the operations of the company for the
preceding business year and no later than six months after the end of the calendar year
and 14 months as of the last annual meeting
...

(3) In the event that the management body fails to call the annual meeting in a
timely manner, the non-executive members of the board of directors or the supervisory
board shall call the annual meeting, without any delay
...

(5) Following the end of each business year, the annual meeting shall be
obliged to decide on approving the work and the management of the company’s
operations by the members of the management body as well as the work effected by the
members of the supervisory board
...

(6) The discussion and the approval of the resolution relating to the operations
of the management body and/or supervisory board, or the discussion on the manner of
the management of the company operations shall be related to the discussion on the
annual accounts, financial statements and the annual report on the operations of the
company for the preceding business year
...
The annual report of the
company shall disclose the earnings of each executive member of the board of directors
and member of the management board (salary, allowances, bonuses, insurance and
other rights) and the remuneration of the non-executive members of the board of
directors and members of the supervisory board
...
The general meeting of shareholders may decide
for the members of the management body or supervisory board, whose work was
approved, to continue performing urgent matters in the company until the election of
the members making up the full composition of these bodies, which shall be effected
during a continuation of the meeting session, to be held within a period of not less than
eight days, but not more than fifteen days as of the date of publication of the date of the
continuation of the session of the annual meeting of shareholders
...

(9) The resolution to approve the operations of all the members of the
management body or supervisory board shall not exclude the right to request
compensation for damages
...

Article (387) - Invitation and Public Notice for Calling a General Meeting of
Shareholders
(1) The general meeting of shareholders may be called by an invitation and/or
by publication of a public notice to the shareholders
...
The invitation shall be sent
according to the excerpt from the shareholders’ register which shall be issued not more
three days prior to the date of sending the invitation
...

(4) The sending of the invitation shall be carried out in a manner which
enables the date of dispatch as well as the date of receipt by each shareholder to be
confirmed
...

(6) The management body shall specify the date (record date) to be referred to
for sending out the invitations according to the excerpt from the shareholders’ register,
which shall not be more than three days prior to the date of actual dispatch
...

(2) The charter may stipulate additional data to be contained in the invitation
or the public notice, which are pertinent to the exercise of the shareholders’ rights as
regards the calling and convening of the meeting
...


Article (391) - Registration and Recording of Attendance at the General
Meeting of Shareholders
(1) Each shareholder who intends to participate to the called general meeting
of shareholders shall be obliged to report his proposed attendance at the meeting
(registration for attendance at the meeting), no later than prior to the commencement of
the scheduled general meeting of shareholders
...

(2) The list of registered shareholders pursuant to paragraph 1 of this article
shall be made available for inspection at the registered office of the company
...

(4) Prior to the start of the general meeting of shareholders, the list under
paragraph 3 of this article shall be signed by each present shareholder or his proxy
representative, by which he certifies his presence at the meeting (certified participant at
the general meeting of shareholders)
...

Following the certification of the list, the chairman of the general meeting of
shareholders shall confirm that the meeting has an operating quorum
...
Any

certified participant at the general meeting may request a copy of the signed list at his
own expense, which may not exceed the administrative cost thereof
...

(2) In the event that the quorum pursuant to paragraph 1 of this article is not
reached, the general meeting of shareholders shall not proceed
...
The new date of the rescheduled meeting shall be announced in the same
manner of announcing the calling of the general meeting of shareholders that did not
have an operating quorum
...
Prior to the start of the rescheduled meeting, each participant shall sign
the list to certify his presence at the rescheduled meeting
...

After the certification of the list, the chairman of the general meeting of shareholders
shall confirm the presence of the registered shareholders or their proxy representatives
as well as confirming that the general meeting of shareholders has an operating
quorum
...

(5) The rescheduled meeting of shareholders may only pass resolutions
related to issues included in the agenda for the first general meeting of shareholders
called, regardless of the number of shareholders attending and the number of shares
that they own
...


Article (394) - Majority Required for the Passing of Resolutions at the
General Meeting of Shareholders
Resolutions at the general meeting of shareholders shall be passed with a
majority of the voting shares represented at the general meeting, unless this law and/or
the charter provides for a greater majority and/or prescribes other conditions in
relation to the majority for passing resolutions
...
The chairman shall
determine the course of the meeting and maintain the order at the general meeting, and
he may establish rules for conducting the general meeting
...

(3) The term of office of the chairman shall run until the election of a chairman
for the next general meeting of shareholders that is to be convened
...
A member of the management body and/or supervisory board may not
however be elected as a chairman
...
The general meeting of shareholders shall elect at least one
person to count the votes
...

(3) In the event that the charter provides for public voting at the general
meeting of shareholders, upon request of one or more shareholders who have at least
one tenth of the total number of voting shares, the general meeting of shareholders
shall conduct secret voting
...
The shareholder who voted by phone and/or by other electronic means
shall be considered to be present at the meeting and shall be considered as part of the
operating quorum necessary for passing resolutions at the general meeting
...

Article (406) - Right of Information
(1) Any shareholder may request to be informed at the general meeting of
shareholders about the company’s state of affairs and its relations with other
companies, if such information is related to the items on the agenda of the general
meeting of shareholders
...

(3) The shareholder, who has been denied the information, may request court
protection of his right of information
...


Article (407) - Minutes from the General Meeting of Shareholders
(1) Minutes shall be taken at the general meeting of shareholders, containing
the following information:
1) business name and registered office of the company;
2) date, time and place of the meeting;
3) name of the chairman of the general meeting of shareholders, name of the
minutes taker and names of the members of the voting committee, if elected;
4) agenda of the meeting;
5) number of shareholders or proxy representatives of the shareholders
present at the meeting and the operating quorum;
6) discussion held at the general meeting of shareholders;
7) the most important points raised at the general meeting of shareholders,
as well as proposals submitted;
8) resolutions, number of votes “for” and “against” and the number of
abstentions; and
9) abstentions or objections made by a shareholder, member of the
management body or supervisory board against a resolution, if any abstention or
objection has been stated
...

(3) The minutes shall be prepared no later than eight days as of the date of
convening the general meeting of shareholders, and signed by the minutes taker and
the chairman of the general meeting of shareholders, and certified by the certifiers of
the minutes
...
The cost shall not exceed the administrative
cost thereof
...

The notary who took the minutes shall issue copies of these pursuant to the terms of
paragraph 4 of this article
...




---